AGENCY AGREEMENT

June 6, 2023

Resolute Resources Ltd. 1900, 520 - 3rd Avenue SW Calgary, Alberta T2P 0R3

Attention: Bradley Parkes, Chief Executive Officer and Chairman

Dear Sir:

The undersigned, Research Capital Corporation ("RCC" or the "Agent"), understands that Resolute Resources Ltd. ("Resolute" or the "Corporation") has entered into a definitive business combination agreement dated March 21, 2023 (the "Definitive Agreement") with Crossover Acquisitions Inc. ("Crossover") in respect of a proposed business combination (the "Business Combination") to be completed by way of the Amalgamation (as defined herein).

In connection therewith, the Corporation proposes to issue and sell up to 20,000,000 subscription receipts of the Corporation (the "Subscription Receipts" and each, individually, a "Subscription Receipt") at a price of $0.25 per Subscription Receipt (the "Offering Price") on a private placement basis for minimum aggregate gross proceeds of $4,000,000 and maximum aggregate proceeds of up to $5,000,000 (or $5,750,000 if the Agent exercises its option in full to purchase an additional 3,000,000 Subscription Receipts) (the "Offering"). The Agent will be granted an option (the "Over-Allotment Option") to offer for sale up to an additional 15% of the number of Subscription Receipts sold in the Offering at the Offering Price, which Over-Allotment Option shall be exercisable, in whole or in part, at any time up to 48 hours prior to the Closing.

The Subscription Receipts will be created pursuant to a subscription receipt agreement (the "Subscription Receipt Agreement") among the Corporation, the Agent and TSX Trust Company, as subscription receipt agent (the "Subscription Receipt Agent"), to be dated as of the Initial Closing Date (as hereinafter defined). In case of any inconsistency between the description of the Subscription Receipts in this Agreement and the terms of the Subscription Receipts as set forth in the Subscription Receipt Agreement, the provisions of the Subscription Receipt Agreement shall govern. Except where the contrary is indicated, references to "Subscription Receipts" in this Agreement shall include the Subscription Receipts offered for sale to the Purchasers (as hereinafter defined).

Each Subscription Receipt will, upon the satisfaction of the Escrow Release Conditions (as hereinafter defined), and without payment of any additional consideration or further action on the part of the holders of the Subscription Receipts, be automatically converted into one unit of the Corporation (each, a "Unit"), with each Unit being comprised of one Resolute Share (as hereinafter defined) and one-half of one Resolute Share purchase warrant (each whole Resolute Share purchase warrant, a "Warrant"). Each Warrant shall entitle the holder thereof to purchase one Resolute Share (each, a "Warrant Share") for a period of 60 months following the date the Escrow Release Conditions are satisfied at a price of $0.50 per Warrant Share, subject to adjustment in certain events as set out in the Warrant Indenture (as hereinafter defined) governing the Warrants.

The Agent understands that the Subscription Receipts are being issued in connection with the proposed Business Combination, which shall constitute Crossover's "Qualifying Transaction" as defined in Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the "TSXV"). Pursuant to the Business Combination, the Resulting Issuer (as hereinafter defined) will apply to have the Resulting Issuer Shares listed for trading on the TSXV. The Business Combination will be implemented by way of a "threecornered" amalgamation whereby, among other things, a wholly-owned subsidiary of Crossover ("Subco") will amalgamate with the Corporation (the "Amalgamation") pursuant to the Definitive Agreement. As a result of the Amalgamation, the securityholders of the Corporation will become securityholders of Crossover (which will be renamed "Resolute Resources Ltd." or such other name as is agreed to by the Corporation and Crossover) (such corporation referred to herein as the "Resulting Issuer").

The Agent understands that pursuant to the Business Combination, among other things, (i) Crossover will complete the consolidation (the "Consolidation") of the Crossover Common Shares (as hereinafter defined) on the basis of 2 pre-Consolidation Crossover Common Shares for each post-Consolidation Crossover Common Share (each, a "Consolidated Crossover Share"); (ii) Subco will amalgamate with the Corporation pursuant to the Definitive Agreement; (iii) Crossover will reconstitute its board of directors and officers to be comprised of the nominees of the Corporation; and (iv) pursuant to the Definitive Agreement, the Resolute Shares and Warrants of the Corporation will be exchanged for equivalent securities of the Resulting Issuer at an exchange ratio of one security of the Resulting Issuer for each one security of the Corporation (the "Exchange Ratio") and the exercise price of securities exercisable to acquire Resulting Issuer Shares shall be adjusted having regard to the Exchange Ratio.

Pursuant to the Amalgamation: (i) the Resolute Shares comprising the Resolute Units to be issued upon conversion of the Subscription Receipts will be exchanged for, without payment of any additional consideration and without any further action on the part of the holder thereof an equal number of Resulting Issuer Shares (as hereinafter defined); and (ii) the Warrants comprising the Resolute Units to be issued upon conversion of the Subscription Receipts will be exchanged for an equal number of Resulting Issuer Warrants (as hereinafter defined). In the event a holder of Resolute Units would be entitled to receive a fractional Resulting Issuer Share and/or a fractional Resulting Issuer Warrant, no such fractional Resulting Issuer Share nor fractional Resulting Issuer Warrant will be issued and the number of Resulting Issuer Shares and/or Resulting Issuer Warrants to be received by such holder will be rounded down to the next lowest whole number of Resulting Issuer Shares and/or Resulting Issuer Warrants. Each Resulting Issuer Warrant shall entitle the holder thereof to purchase one Resulting Issuer Share (a "Resulting Issuer Warrant Share") for a period of 60 months following the date the Escrow Release Conditions are satisfied, at a price of $0.50 per Resulting Issuer Share, subject to adjustment in certain events as set out in the Warrant Indenture.

The Warrants shall be duly authorized, created and validly issued pursuant to a warrant indenture (the "Warrant Indenture") to be entered into on or before the Initial Closing Date between the Corporation and TSX Trust Company (the "Warrant Agent"), in its capacity as warrant agent thereunder. The Warrants are subject to an acceleration clause that entitles the Corporation to provide notice (the "Acceleration Notice") to holders that the Warrants will expire 30 days from the date the Corporation provides the Acceleration Notice. The Corporation can only provide the Acceleration Notice if the closing price of the Resolute Shares on the TSXV is equal to or greater than $1.00 for 10 consecutive trading days. The description of the Warrants herein is a summary only and is subject to the specific attributes and detailed provisions of the Warrants to be set forth in the Warrant Indenture. In case of any inconsistency between the description of the Warrants in this Agreement and the terms of the Warrants as set forth in the Warrant Indenture, the provisions of Warrant Indenture shall govern. The Resulting Issuer Warrants shall be duly authorized, created and validly issued pursuant to a supplement to the Warrant Indenture (the "Warrant Indenture Supplement"). The description of the Resulting Issuer Warrants herein is a summary only and is subject to the specific attributes and detailed provisions of the Resulting Issuer Warrants to be set forth in the Warrant Indenture Supplement. In case of any inconsistency between the description of the Warrants in this Agreement and the terms of the Warrants as set forth in the Warrant Indenture, the provisions of the Warrant Indenture shall govern.

The gross proceeds of the Offering, less 50% of the Cash Compensation (as hereinafter defined) and all of the estimated expenses payable to the Agent at the Closing Time (as hereinafter defined) pursuant to Section 14 (the "Escrowed Proceeds"), will be delivered to and held by the Subscription Receipt Agent in an interest-bearing account (the Escrowed Proceeds, together with all interest and income earned thereon, are referred to herein as the "Escrowed Funds") pending the satisfaction or waiver (to the extent such waiver is permitted) of the Escrow Release Conditions in accordance with the provisions of the Subscription Receipt Agreement. The balance of the Cash Compensation, and any additional reasonable expenses of the Agent payable pursuant to Section 14 incurred subsequent to any Closing Date, shall be released from escrow to the Agent and the balance of the Escrowed Funds shall be released from escrow to the Corporation (or as it may otherwise direct) upon the satisfaction of the following conditions (collectively, the "Escrow Release Conditions"):

(i) written confirmation from each of the Corporation and Crossover that all conditions precedent to the completion of the Business Combination have been satisfied or waived, other than the release of the Escrowed Funds (including the escrowed portion of the Cash Compensation), and the closing of the Business Combination will be completed forthwith upon release of the Escrowed Funds;
(ii) the Resulting Issuer Shares (including the Resulting Issuer Warrant 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 Business Combination;
(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;
(v) the representations and warranties of the Corporation herein 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 a release notice and direction (the "Release Notice") to the Subscription Receipt Agent confirming that items (i) through (v), inclusive, have been satisfied.

If the Escrow Release Conditions are not satisfied at or before 5:00 p.m. (Toronto time) on the date that is 120 days following the Initial Closing Date (the "Escrow Release Deadline"), or such other date as may be agreed to by the Corporation and RCC or, if prior to such time, the Definitive Agreement is terminated or the Corporation has advised the Agent in writing that it does not intend to proceed with the Business Combination, or announced to the public that the Business Combination will not be completed (in any case, a "Termination Event", and the date upon which such event occurs, the "Termination Date"), within three (3) Business Days following the Termination Date, the Subscription Receipt Agent is to return, in accordance with the terms of the Subscription Receipt Agreement, to each Subscription Receipt holder their respective aggregate Offering Price plus a pro rata amount of any interest and other income accrued in respect of the Escrowed Proceeds to the Termination Date and the Subscription Receipts will be cancelled without any further action on the part of the holders thereof. The Corporation agrees to be liable for and covenants to contribute such amounts as are necessary to makeup any shortfall in the amount of the Escrowed Funds so that the holders of Subscription Receipts receive a full refund of their aggregate Offering Price plus a pro rata share of interest actually earned thereon, less applicable taxes, if any.

Upon and subject to the terms and conditions set forth herein, the Agent hereby agrees to act, and upon acceptance hereof, the Corporation hereby appoints the Agent, as the Corporation's exclusive Agent, to offer for sale by way of a private placement on a commercially reasonable efforts basis, without underwriter liability, the Subscription Receipts to be issued and sold pursuant to the Offering and the Agent agrees to arrange for purchasers of the Subscription Receipts in the Designated Provinces (as hereinafter defined) and those other jurisdictions where the Subscription Receipts may be lawfully sold pursuant to the terms and conditions hereof (collectively, the "Selling Jurisdictions").

The Corporation has included certain Purchasers as identified by the Corporation on a president's list, as mutually agreed between the Corporation and the Agent, in a format satisfactory to the Agent (the "President's List"). The parties hereto acknowledge that the Agent shall not be obligated, and may, in its sole discretion, acting reasonably, refuse to participate in any subscription for Subscription Receipts by any Purchaser on the President's List.

The Corporation agrees that the Agent will be permitted to appoint, at its sole expense, other registered dealers or other dealers duly qualified in their respective jurisdictions, in each case acceptable to the Corporation, acting reasonably, as its agent to assist with the Offering in the Selling Jurisdictions and that the Agent may determine the remuneration payable by the Agent to such other dealers appointed by them.

The parties acknowledge that the Subscription Receipts, Resolute Shares, Warrants, Warrant Shares, Resulting Issuer Shares, Resulting Issuer Warrants and the Resulting Issuer Warrant Shares have not been, and will not be, registered under the U.S. Securities Act (as hereinafter defined), and may only be offered in the United States or to, or for the account or benefit of, a U.S. Person (as hereinafter defined) in the manner specified in Section 2 below and pursuant to and in accordance with U.S. Securities Laws (as hereinafter defined) and the provisions of Schedule "B" to this Agreement. The parties acknowledge that Schedule "B" forms part of this Agreement. All actions to be undertaken by the Agent in the United States or to, or for the account or benefit of, a U.S. Person in connection with the matters contemplated herein shall be undertaken through the U.S. Affiliate (as hereinafter defined).

DEFINITIONS

In this Agreement, in addition to the terms defined above and elsewhere herein, the following terms shall have the following meanings:

"ABCA" means the Business Corporations Act (Alberta);

"affiliate", "associate", "distribution", "misrepresentation", "material fact" and "material change" shall have the respective meanings ascribed thereto in the Securities Act (Alberta);

"Agent" has the meaning ascribed thereto on page 1 of this Agreement;

"Agreement" means this agreement resulting from the acceptance by the Corporation of the offer made by the Agent hereby, including all schedules hereto, as amended or supplemented from time to time;

"Alternative Transaction" means any equity or debt financing (excluding a bank loan from commercial lenders).

"Amalgamation" has the meaning ascribed thereto on page 2 of this Agreement;

"Assets and Properties" with respect to any Person means all assets and properties of every kind, nature, character and description (whether real, personal or mixed, tangible or intangible, choate or inchoate, absolute, accrued, contingent, fixed or otherwise, and, in each case, wherever situated), including the Resolute Properties;

"Authorizations" shall have the meaning ascribed there in Section 8(xx) of this Agreement;

"Business" means the business of the Corporation, being the exploration and development of crude oil, and includes all activities directly or indirectly planned for, undertaken, completed and analysed by the Corporation, including any activities ancillary thereto;

"Business Combination" has the meaning ascribed thereto on page 1 of this Agreement;

"Business Day" means a day which is not a Saturday, Sunday or statutory or civic holiday in the City of Calgary, Alberta;

"Cash Compensation" has the meaning ascribed thereto in Section 22;

"CDS" means CDS Clearing and Depository Services Inc.;

"Claim" shall have the meaning ascribed thereto in Section 13 of this Agreement;

"Closing" means the completion of the purchase and sale of the Subscription Receipts in one or more tranches on the Closing Date(s) as contemplated by this Agreement and the Subscription Agreements;

"Closing Date" means the Initial Closing Date and any subsequent closing date(s) as the Agent and the Corporation may agree;

"Closing Time" means 8:30 a.m. (Toronto time) on the Closing Date or such other time on such Closing Date as the Corporation and the Agent may agree;

"Compensation Option Certificates" has the meaning ascribed thereto in Section 22;

"Compensation Option Shares" has the meaning ascribed thereto in Section 22;

"Compensation Option Resolute Units" has the meaning ascribed thereto in Section 22;

"Compensation Option Warrant Share" has the meaning ascribed thereto in Section 22;

"Compensation Option Warrants" has the meaning ascribed thereto in Section 22;

"Compensation Options" has the meaning ascribed thereto in Section 22;

"Consolidated Crossover Share" has the meaning ascribed thereto on page 2 of this Agreement;

"Consolidation" has the meaning ascribed thereto on page 2 of this Agreement;

"Contract" means all agreements, contracts or commitments of any nature, written or oral, including, for greater certainty and without limitation, leases, loan documents and security documents;

"Corporation" has the meaning ascribed thereto on page 1 of this Agreement;

"Crossover" has the meaning ascribed thereto on page 1 of this Agreement;

"Crossover Common Shares" means the common shares in the capital of Crossover;

"Crossover Financial Statements" means the audited financial statements of Crossover for the years ended December 31, 2022 and 2021;

"Debt Instrument" means any loan, bond, debenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money or other liability;

"Definitive Agreement" has the meaning ascribed thereto on page 1 of this Agreement;

"Designated Provinces" means, collectively, each of the provinces of Canada;

"Due Diligence Materials" means, collectively, the materials relating to the Corporation provided to the Agent and the Agent's counsel in connection with this Offering and the draft Filing Statement of Resolute prepared in connection with the Business Combination, and provided to the Agent including, for greater certainty, the financial statements to be included therein or as otherwise required by the TSXV in connection with the Business Combination;

"Engagement Letter" means the letter agreement dated as of February 10, 2023 between the Corporation and the Agent relating to the Offering, as amended on March 21, 2023;

"Environmental Laws" means all applicable federal, provincial, state, local, municipal or foreign statute, law, rule, regulation, ordinance, code, legally binding policy or rule of common law or civil law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife;

"Escrow Release Deadline" has the meaning ascribed thereto on page 3 of this Agreement;

"Escrowed Funds" has the meaning ascribed thereto on page 3 of this Agreement;

"Escrowed Proceeds" has the meaning ascribed thereto on page 3 of this Agreement.

"Escrow Release Conditions" has the meaning ascribed thereto on page 3 of this Agreement;

"Exchange Ratio" has the meaning ascribed thereto on page 2 of this Agreement;

"Financial Statements" has the meaning ascribed thereto in Section 8(bb);

"Geological Report" means a report with supporting materials prepared in accordance with NI 51-101, and the COGE Handbook;

"GFD Project" means the Grimshaw, Flood and Duncan light oil development project;

"Governmental Authority" means any governmental authority and includes, without limitation, any national or federal government, province, state, municipality or other political subdivision of any of the foregoing, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation or other entity owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing;

"IFRS" means International Financial Reporting Standards applicable in Canada;

"including" means including without limitation;

"Indebtedness" of any Person means all obligations of such Person: (a) for borrowed money; (b) evidenced by notes, bonds, debentures or similar instruments; (c) for the deferred purchase price of goods or services (other than trade payables or accruals incurred in the ordinary course of business); (d) under capital and operating leases; (e) under "vendor take-back" financing or deferred payments in connection with any acquisition; and (f) which are guarantees of the obligations described in clauses (a) through (e) above of any other Person if secured by any or all of the Assets and Properties of the guarantor;

"Initial Closing Date" means June 6, 2023 or such other date as agreed between the Corporation and the Agent;

"Investor Presentation" means the final investor presentation of the Corporation titled "Resolute Resources Ltd." delivered to prospective purchasers of Subscription Receipts in connection with the Offering;

"knowledge" (or similar phrases) means with respect to facts or circumstances pertaining to the Corporation a statement as to the knowledge of any of the senior officers of the Corporation about the facts or circumstances to which such phrase related, after having made due inquiries into the relevant subject matter;

"Laws" means all laws, statutes, by-laws, rules, regulations, orders, decrees, ordinances, protocols, codes, guidelines, policies, notices, directions and judgments or other requirements of any Governmental Authority applicable to the Corporation;

"Listing" means the listing and posting for trading of the Resulting Issuer Shares on the TSXV upon the completion of the Business Combination;

"Material Adverse Effect" means the effect resulting from any change (including a decision to implement such a change made by the board of directors or by senior management who believe that confirmation of the decision of the board of directors is probable), event, violation, inaccuracy or circumstance that is materially adverse to the business, assets (including intangible assets), liabilities, capitalization, ownership, prospects, financial condition, or results of operations of the Corporation and Resolute Subsidiary, taken as a whole;

"NI 45-102" means National Instrument 45-102 – Resale of Securities;

"NI 45-106" means National Instrument 45-106 – Prospectus Exemptions;

"NI 51-101" means National Instrument 51-101 - Standards of Disclosure for Oil and Gas Activities;

"Offered Securities" has the meaning ascribed thereto in Section 2 hereof;

"Offering" has the meaning ascribed thereto on page 1 of this Agreement;

"Offering Price" has the meaning ascribed thereto on page 1 of this Agreement;

"Person" includes any individual (whether acting as an executor, trustee administrator, legal representative or otherwise), corporation, firm, partnership, sole proprietorship, syndicate, joint venture, trustee, trust, unincorporated organization or association, and pronouns have a similar extended meaning;

"Petroleum and Natural Gas Interests" means, in the case of the Corporation and the Resolute Subsidiary, all oil and gas interests (including, without limitation, interests in crude oil, natural gas liquids and natural gas reserves and resources), of the Resolute Properties;

"President's List" has the meaning ascribed thereto on page 4 of this Agreement;

"Purchasers" means the Persons (which may include the Agent) who, as purchasers, acquire the Subscription Receipts by duly completing, executing and delivering the Subscription Agreements;

"Qualified Institutional Buyer" has the meaning ascribed thereto in Schedule "B" attached to this Agreement;

"Regulation D" means Regulation D adopted by the SEC under the U.S. Securities Act;

"Regulation S" means Regulation S adopted by the SEC under the U.S. Securities Act;

"Release Notice" has the meaning ascribed thereto on page 3 of this Agreement;

"Resolute Shares" means the class A shares of the Corporation, which the Corporation is authorized to issue as constituted on the date hereof;

"Resolute Subsidiary" means, Resolute Resources Corp., a wholly-owned subsidiary of Resolute incorporated under the laws of the Province of British Columbia;

"Resolute Properties" means collectively, Petroleum and Natural Gas Agreements No. 054 5422070144, 054 5422070145, 054 5422070146, 054 5422070147, 054 5422070148, 054 5422070149, 054 5422070150, 005 0522070119, 054 5422110145, and Oil Sands Leases Agreement No. 074 7422070155, 074 7422070156, 074 7422070157, 074 7422070158, 074 7422070159, 074 7422070160, 074 7422120019, 074 7422120020, 074 7422120021, 074 7422120022, 074 7423010082, 074 7423010083, 074 7423010084 for the GFD Project in the Province of Alberta and PNG Drilling License No. 67088 and 67089 for the Evie Prospect in the Province of British Columbia;

"Resulting Issuer" has the meaning ascribed thereto on page 2 of this Agreement;

"Resulting Issuer Compensation Options" has the meaning ascribed thereto in Section 22;

"Resulting Issuer Compensation Option Shares" has the meaning ascribed thereto in Section 22;

"Resulting Issuer Compensation Option Units" means, following the completion of the Amalgamation, units of the Resulting Issuer, consisting of one Resulting Issuer Compensation Option Share and one-half of one Resulting Issuer Compensation Option Warrant;

"Resulting Issuer Compensation Option Warrant Share" has the meaning ascribed thereto in Section 22;

"Resulting Issuer Compensation Option Warrants" has the meaning ascribed thereto in Section 22;

"Resulting Issuer Shares" means, following the completion of the Consolidation and the Amalgamation, the common shares in the capital of the Resulting Issuer;

"Resulting Issuer Warrants" means, following the completion of the Consolidation and the Amalgamation, the Resulting Issuer Share purchase warrants held by the former holders of Warrants;

"Resulting Issuer Warrant Shares" has the meaning ascribed thereto on page 2 of this Agreement;

"ROFR Period" has the meaning ascribed thereto in Section 23 of this Agreement;

"SEC" means United States Securities and Exchange Commission;

"Securities Laws" means, unless the context otherwise requires, all applicable securities laws in each of the Selling Jurisdictions, 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 TSX) in such jurisdictions;

"Securities Regulators" means, collectively, the securities regulators or other securities regulatory authorities in the Designated Provinces (including the TSXV);

"Selling Jurisdictions" has the meaning ascribed thereto on page 4 of this Agreement;

"Subco" has the meaning ascribed thereto on page 2 of this Agreement;

"Subscription Agreements" means, collectively, the subscription agreements in the form or forms agreed upon by the Agent and the Corporation, as amended, pursuant to which Purchasers agree to subscribe for and purchase Subscription Receipts as contemplated herein and shall include, for greater certainty, all schedules and appendices thereto;

"Subscription Receipt Agent" has the meaning ascribed thereto on page 1 of this Agreement;

"Subscription Receipt Agreement" has the meaning ascribed thereto on page 1 of this Agreement;

"Subscription Receipts" has the meaning ascribed thereto on page 1 of this Agreement;

"Subsequent Mandate" has the meaning ascribed thereto in Section 23 of this Agreement;

"subsidiary" has the meaning ascribed to such term in the ABCA;

"Tax Act" means the Income Tax Act (Canada) and all rules and regulations made pursuant thereto, all as may be amended, re-enacted or replaced from time to time and any proposed amendments thereto announced publicly from time to time;

"Taxes" has the meaning ascribed thereto in Section 8(s);

"Termination Date" has the meaning ascribed thereto on page 3 of this Agreement;

"Termination Event" has the meaning ascribed thereto on page 3 of this Agreement;

"Transaction Documents" means, collectively, this Agreement, the Subscription Agreements relating to the purchase of the Subscription Receipts, the Subscription Receipt Agreement, the Warrant Indenture and the certificates representing the Subscription Receipts and the Compensation Option Certificates issued on Closing;

"TSXV" has the meaning ascribed thereto on page 2 of this Agreement;

"Underlying Securities" means, collectively, the Resolute Shares and the Warrants comprising the Resolute Units, the Warrant Shares issuable upon exercise of the Warrants, the Resulting Issuer Shares issuable in exchange for the Resolute Shares pursuant to the Business Combination, the Resulting Issuer Warrants issuable in exchange for Warrants pursuant to the Business Combination, the Resulting Issuer Warrant Shares issuable upon exercise of the Resulting Issuer Warrants, the Compensation Option Shares and Compensation Option Warrants comprising the Compensation Option Resolute Units, the Compensation Option Warrant Shares issuable upon exercise of the Compensation Option Warrants, the Resulting Issuer Compensation Option Shares and the Resulting Issuer Compensation Option Warrants comprising the Resulting Issuer Compensation Option Units, and the Resulting Issuer Compensation Option Warrant Shares issuable upon exercise of the Resulting Issuer Compensation Option Warrants;

"Unit" has the meaning ascribed thereto on page 1 of this Agreement;

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

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

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

"U.S. Securities Act" has the meaning ascribed thereto in subsection 7(w)(ii) hereof;

"U.S. Securities Laws" means the United States federal securities Laws, including the U.S. Securities Act and the U.S. Exchange Act and the rules and regulations promulgated thereunder, and the applicable state securities Laws;

"Warrant" has the meaning ascribed thereto on page 1 of this Agreement;

"Warrant Agent" has the meaning ascribed thereto on page 2 of this Agreement;

"Warrant Certificates" means the certificates representing the Warrants;

"Warrant Indenture" has the meaning ascribed thereto on page 2 of this Agreement; and

"Warrant Share" has the meaning ascribed thereto on page 1 of this Agreement.

TERMS AND CONDITIONS

1. Sale on Exempt Basis. The Agent shall use its commercially reasonable efforts to arrange for the purchase of the Subscription Receipts:

(a) in the Designated Provinces, with a minimum subscription amount of $25,000, on a private placement basis in compliance with applicable Securities Laws, with each Purchaser being an "accredited investor" (as defined in NI 45-106) or a person who is otherwise qualified to purchase Subscription Receipts pursuant to such other available exemption as agreed to by the Corporation and the Agent as evidenced by the Corporation's acceptance of a Subscription Agreement with respect thereto, in accordance with the provisions hereof; and

(b) in such other jurisdictions, as may be agreed upon between the Corporation and the Agent, on a private placement basis in compliance with all applicable securities laws of such other jurisdictions provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction, no registration or similar requirement would apply with respect to the Corporation in connection with the Offering or the Business Combination in such other jurisdiction and neither the Corporation nor the Resulting Issuer thereafter becomes subject to ongoing or continuous disclosure obligations in such other jurisdictions.

2. U.S. Sales. The parties acknowledge and agree that the Subscription Receipts, Resolute Units, Resolute Shares, Warrants, Warrant Shares, Resulting Issuer Shares, Resulting Issuer Warrants and the Resulting Issuer Warrant Shares (collectively, the "Offered Securities") have not been and will not be registered under the U.S. Securities Act or any United States state securities laws, and the Agent agrees that neither it nor any of its affiliates, nor any person acting on any of its behalf, has offered or will offer to sell or has solicited or will solicit any offer to buy, directly or indirectly, any of such Offered Securities to, or for the account or benefit of, a person in the United States or a U.S. Person. All offers and sales of Offered Securities by the Agent have been and will be made either (i) in "offshore transactions" (as such term is defined in Rule 902(h) of Regulation S) in compliance with Rule 903 of Regulation S, or (ii) if made to, or for the account or benefit of, persons in the United States or U.S. Persons, to Qualified Institutional Buyers in compliance with the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and similar exemptions under applicable securities laws of any state of the United States and in compliance with Schedule "B" hereto.

3. Filings. The Corporation undertakes to file or cause to be filed all forms or undertakings required to be filed by the Corporation in connection with the issue and sale of the Subscription Receipts such that the distribution of the Subscription Receipts may lawfully occur without the necessity of filing a prospectus, a registration statement or an offering memorandum (other than the Investor Presentation) in Canada or elsewhere, and the Agent undertakes to use commercially reasonable efforts to cause Purchasers under the Offering to complete any forms required by Securities Laws or other applicable securities laws. All fees payable in connection with such filings under all applicable Securities Laws shall be at the expense of the Corporation.

4. Offering Memorandum. Neither the Corporation nor the Agent shall: (i) other than the Investor Presentation, provide to prospective Purchasers any document or other material or information that would constitute an offering memorandum within the meaning of Securities Laws; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the Subscription Receipts, including but not limited to, causing the sale of the Subscription Receipts to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Subscription Receipts whose attendees have been invited by general solicitation or advertising.

5. The Qualifying Transaction and Regulatory Filings. The Corporation shall use commercially reasonable efforts to: (a) take all actions reasonably necessary or required to complete the Business Combination as soon as practicable and, in any event, on or before the Escrow Release Deadline; (b) take all actions reasonably necessary to ensure that the Listing is obtained prior to the Escrow Release Deadline; and (c) prepare and, to the extent required, file all documents required by Securities Regulators in connection with the issuance and sale of the Subscription Receipts by the Corporation and the issuance of the Underlying Securities, in each case, so as to permit and enable such securities to be lawfully distributed on a prospectus exempt basis in the Selling Jurisdictions in accordance with this Agreement and the Subscription Agreements. The Corporation shall allow the Agent and its counsel to participate fully in the preparation of, and to approve the form of all documentation required in respect of the Offering. The Corporation will permit and provide the Agent and its counsel with a reasonable opportunity to review and provide comments on the documents prepared in connection with the Business Combination.

6. Material Changes. Until the earlier of the date that the Escrow Release Conditions are satisfied and the Escrow Release Deadline, the Corporation shall promptly notify the Agent in writing:

(a) if the Corporation becomes aware of any material fact not previously disclosed, any material change or change in a material fact (in any case, whether actual, anticipated, to the knowledge of the Corporation contemplated or threatened and other than a change of fact relating solely to the Agent) or any event or development that would result in a material change or change in a material fact in any or all of the business of the Corporation or any other change that is of such a nature as to result in, or could result in this Agreement or the documents to be prepared by the Corporation in connection with the Business Combination containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or which could render any of the foregoing not in compliance with any Securities Laws;
(b) of the full particulars of any actual, anticipated or, to the knowledge of the Corporation, contemplated or threatened change referred to in paragraph 6(a) above, and the Corporation will, if required to do so, issue or file or assist Crossover in issuing or filing, as applicable, promptly and, in any event, within all applicable time limitation periods with the applicable Securities Regulators, a press release, material change report or other document as may be required under Securities Laws and shall comply with all other applicable filing and other requirements under the Securities Laws. Subject to compliance with applicable Securities Laws, the Corporation shall not file any such new or amended disclosure documentation without first notifying the Agent, and shall not issue or file, as applicable, any press release or material change report without giving the Agent and its counsel an opportunity for review of the proposed forms, and who shall review and approve any such documents as expeditiously as reasonably possible and such approval not to be unreasonably withheld or delayed; and
(c) will in good faith discuss with the Agent as promptly as possible any circumstance or event that is of such a nature that there is or ought to be consideration given as to whether there may be a material change or change in a material fact described in paragraph 6(a) above.

7. Covenants of the Corporation. The Corporation hereby covenants to the Agent and to the Purchasers and their permitted assigns, and acknowledges that each of them is relying on such covenants in connection with the Offering, that the Corporation (including its successors and assigns if applicable) will:

(a) allow the Agent and its representatives to conduct all due diligence regarding the Corporation which the Agent may reasonably require to be conducted prior to the Closing Date;

(b) it shall use commercially reasonable efforts to maintain and preserve all of its rights under its Petroleum and Natural Gas Interests;
(c) fulfil or cause to be fulfilled, at or prior to the Closing Time, each of the conditions required to be fulfilled by it set out in Section 11;
(d) execute and deliver this Agreement, the Subscription Receipt Agreement, the Subscription Agreements, the Warrant Indenture, the certificates representing the Subscription Receipts, if any, and the Compensation Option Certificates at the Closing Time and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by the Corporation;
(e) subject to applicable law, obtain the prior approval of the Agent as to the content and form of any press release relating to the Offering or the Business Combination, such approval not to be unreasonably delayed or withheld;
(f) following the satisfaction of the Escrow Release Conditions, use the net proceeds of the Offering for general working capital purposes;
(g) ensure that the Subscription Receipts on payment of the Offering Price therefor are duly authorized, created and validly issued to the Purchasers and to the Agent in accordance with the terms of the Subscription Agreements and this Agreement and have attributes corresponding in all material respects to the description set forth in this Agreement, the Subscription Agreements and the Subscription Receipt Agreement;
(h) ensure that, in respect of the Subscription Receipts, at all times prior to the cancellation, repurchase or expiry thereof, sufficient Resolute Shares are allotted and reserved for issuance upon exercise of the Subscription Receipts;
(i) ensure that the Resolute Shares comprising the Resolute Units shall be duly authorized and validly issued as fully paid and non-assessable shares in the capital of the Corporation upon conversion of the Subscription Receipts in accordance with their terms;
(j) ensure that the Warrants shall be duly authorized, created and validly issued and shall have attributes corresponding in all material respects to the description thereof set forth in this Agreement, the Subscription Agreements and the Warrant Indenture;
(k) ensure that at all times prior to the expiry of the Warrants, a sufficient number of Warrant Shares are allotted and reserved for issuance upon the due exercise of the Warrants in accordance with their terms;
(l) ensure that the Warrant Shares, upon the due exercise of the Warrants in accordance with their terms, shall be validly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor;
(m) ensure that the Compensation Options shall be duly authorized, created and validly issued and shall have attributes corresponding in all material respects to the description set forth in this Agreement and the Compensation Option Certificates;
(n) ensure that at all times prior to the expiry of the Compensation Options, a sufficient number of Compensation Option Shares and Compensation Option Warrant Shares are allotted and

reserved for issuance upon the due exercise of the Compensation Options and the Compensation Option Warrants in accordance with their terms;

(o) ensure that, upon due exercise of the Compensation Options in accordance with their terms, the Compensation Option Shares shall be validly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor;
(p) ensure that the Compensation Option Warrants shall be duly authorized, created and validly issued and shall have attributes corresponding in all material respects to the description thereof set forth herein and in the Warrant Indenture;
(q) ensure that at all times prior to the expiry of the Compensation Option Warrants, a sufficient number of Compensation Option Warrant Shares are allotted and reserved for issuance upon the due exercise of the Compensation Option Warrants in accordance with their terms;
(r) ensure that, upon due exercise of the Compensation Option Warrants in accordance with their terms, the Compensation Option Warrant Shares shall be validly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor;
(s) execute and file with the Securities Regulators all forms, notices and certificates relating to the Offering required to be filed pursuant to the Securities Laws in the time required by applicable Securities Laws, including, for greater certainty, all forms, notices and certificates set forth in the opinions delivered to the Agent pursuant to this Agreement required to be filed by the Corporation;
(t) from the date hereof until 180 days following the date of Listing not, and will cause the Resulting Issuer to not, issue, agree to issue or announce an intention to issue, any additional equity or financial instruments convertible or exchangeable into equity securities without the prior written consent of the Agent, such consent not to be unreasonably withheld or delayed, except in conjunction with: (i) the grant or exercise of stock options and other similar issuances pursuant to incentive plans of the Corporation or the Resulting Issuer, as applicable, and other share compensation arrangements in effect as of the Closing Date; (ii) the exercise or conversion of convertible securities outstanding on the Closing Date; (iii) compensation for services provided by directors, employees and consultants; (iv) the direct or indirect arm's length acquisitions of any companies or technologies in the normal course of business; (v) the Offering; and (vi) the Business Combination;
(u) until the completion of the Business Combination, not enter into any reorganizations without the consent of the Agent, such consent not to be unreasonably withheld;
(v) file with the applicable Securities Regulators the Investor Presentation in accordance with the requirements of applicable Securities Laws;
(w) include substantially the following language in any press release concerning the Offering:
- (i) "Not for distribution to United States newswire services or for the dissemination in the United States"; and
(ii) "This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities 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 and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons unless registered under the U.S. Securities Act and applicable securities laws of any state of the United States or an exemption from such registration is available. "United States" and "U.S. person" are as defined in Regulation S under the U.S. Securities Act."
(x) prior to the delivery of the Release Notice, cause each of the Persons, including the directors, senior officers and existing shareholders with greater than 5% ownership of the Corporation, agreed to between the Corporation and the Agent to execute agreements (the "Lock-Up Agreements") in favour of the Agent in the form attached as Schedule "A" hereto;
(y) prior to the delivery of the Release Notice, cause Borden Ladner Gervais LLP counsel to the Resulting Issuer, and where appropriate, counsel in the other Designated Provinces, which counsel in turn may rely, as to matters of fact, on certificates of auditors, public officials and officers of the Resulting Issuer, to provide to a legal opinion addressed to the Agent and the Purchasers, in form and substance satisfactory to the Agent, acting reasonably with respect to the following matters:
- (i) the Resulting Issuer Shares and Resulting Issuer Warrants issuable to the former holders of Subscription Receipts, the Resulting Issuer Warrant Shares issuable upon exercise of the Resulting Issuer Warrants, the Resulting Issuer Compensation Options issuable in exchange for the Compensation Options, the Resulting Issuer Compensation Option Shares and Resulting Issuer Compensation Option Warrants issuable upon exercise of the Resulting Issuer Compensation Options and the Resulting Issuer Compensation Option Warrant Shares issuable upon exercise of the Resulting Issuer Compensation Option Warrants will not be subject to a restricted period or to a statutory hold period in Canada and the Resulting Issuer Shares and the Resulting Issuer Warrant Shares, Resulting Issuer Compensation Option Shares and Resulting Issuer Compensation Option Warrant Shares, when issued, will be freely tradeable on the TSXV;
- (ii) the issuance of the Resulting Issuer Shares and the Resulting Issuer Warrants to the former holders of Subscription Receipts, the Resulting Issuer Warrant Shares issuable upon exercise of the Resulting Issuer Warrants, the Resulting Issuer Compensation Options issuable in exchange for the Compensation Options, the Resulting Issuer Compensation Option Shares and Resulting Issuer Compensation Option Warrants issuable upon exercise of the Resulting Issuer Compensation Options and the Resulting Issuer Compensation Option Warrant Shares issuable upon exercise of the Resulting Issuer Compensation Option Warrants will be exempt from the prospectus requirements of the Securities Laws in the Designated Provinces and no documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under such Securities Laws to permit such issuance; and
- (iii) the first trade by the Purchasers or the Agent (as applicable) of Resulting Issuer Shares, Resulting Issuer Warrants, Resulting Issuer Warrant Shares, Resulting

Issuer Compensation Options, Resulting Issuer Compensation Option Shares, Resulting Issuer Compensation Option Warrants and Resulting Issuer Compensation Option Warrant Shares, other than a trade which is otherwise exempt under the applicable Securities Laws, will be a distribution and will be subject to the prospectus requirements under the Securities Laws of the Designated Provinces unless:

(1) at the time of such trade, the Resulting Issuer is and has been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding the trade; (2) the trade is not a "control distribution" (as such term is defined in NI 45-102); (3) no unusual effort is made to prepare the market or to create a demand for the security that is the subject of such trade; (4) no extraordinary commission or consideration is paid to a person or corporation in respect of such trade; and (5) if the selling securityholder is an "insider" or "officer" of the Resulting Issuer (as such terms are defined under applicable Securities Laws), the selling securityholder has no reasonable grounds to believe that the Resulting Issuer is in default of "securities legislation" (as such term is defined in National Instrument 14-101 – "Definitions");

(z) until the earlier of (A) the satisfaction or waiver of the Escrow Release Conditions and (B) the Termination Date, the Corporation shall not permit any transfer of securities of the Corporation, and the board of directors of the Corporation shall not approve any such transfer of securities of the Corporation, without the prior written consent of the Agent, such consent not to be unreasonably withheld; and
(aa) use its commercially reasonable efforts to satisfy the Escrow Release Conditions prior to the Escrow Release Deadline.

8. Representations and Warranties of the Corporation. For the purposes of this section 8, references to the Corporation shall include the Corporation and the Resolute Subsidiary. Resolute represents and warrants to the Agent and to the Purchasers, and acknowledges that each of them is relying upon such representations and warranties in connection with the completion of the Offering, that:

(a) the Corporation is a corporation duly incorporated, or formed, and organized and is validly existing under the laws of the jurisdiction in which it was incorporated, formed, amalgamated or continued, as the case may be and no steps or proceedings have been taken by any Person, voluntary or otherwise, requiring or authorizing the dissolution or winding up of the Corporation;
(b) the Corporation is duly qualified to carry on its business in each jurisdiction in which the conduct of its business or the ownership, leasing or operation of its Assets and Properties requires such qualification and has all requisite corporate power and authority to conduct its business and own, lease and operate its Assets and Properties and to execute, deliver and perform its obligations under the Transaction Documents, the Warrant Certificates, the Definitive Agreement and any other document, filing, instrument or agreement delivered in connection with the Offering and the Business Combination, as applicable;
(c) other than the Resolute Subsidiary, 1,000,000 shares of Mega Helium Corp. and 5,800,000 shares of WestMan Exploration Ltd., the Corporation (i) has no direct or indirect subsidiaries; or (ii) does not have any investment or proposed investment in any Person

which would otherwise be material to the business and affairs of the Corporation on a consolidated basis;

(d) Resolute owns, directly or indirectly, all of the issued and outstanding shares of the Resolute Subsidiary, all of the issued and outstanding shares of the Resolute Subsidiary are issued as fully paid and non-assessable shares, in each case, free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever and no Person has any agreement, option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement, for the purchase from Resolute or the Resolute Subsidiary of any interest in any of the shares or other interests in the capital of the Resolute Subsidiary;
(e) the Corporation conducts and has been conducting its business in compliance in all material respects with all applicable Laws of each jurisdiction in which its business is carried on or in which its services are provided and has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such Laws, and is not in breach or violation of any judgment, order or decree of any Governmental Authority having jurisdiction over the Corporation;
(f) (i) the Corporation is the absolute legal and beneficial owner, and has good and valid title to, all of the material Assets and Properties thereof as described in the Due Diligence Materials, including all Contracts that are material to the Business, and no other material assets or properties are necessary for the conduct of the business of the Corporation as currently conducted and as presently proposed to be conducted, (ii) the Corporation does not know of any claim or the basis for any claim that might or could materially and adversely affect the right of the Corporation to use, transfer or otherwise exploit such Assets and Properties, and (iii) other than in the ordinary course of business, the Corporation does not have any responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any Person with respect to the Assets and Properties thereof;
(g) at the Closing Time, all consents, approvals, permits, authorizations or filings as may be required to be made or obtained by Resolute under the Securities Laws necessary for the execution and delivery of Transaction Documents and the Warrant Certificates, as applicable, and the consummation of the transactions contemplated thereby will have been made or obtained, as applicable (other than the filing of reports required under applicable Securities Laws within the prescribed time periods), which documents shall be filed as soon as practicable after the Closing Date of or within such other deadline imposed by applicable Securities Laws;
(h) the execution and delivery of each of the Transaction Documents, the Warrant Certificates and the Definitive Agreement and the performance by Resolute of its obligations thereunder, the issue and sale of the Subscription Receipts and the Compensation Options and the consummation of the transactions contemplated in this Agreement, including the issuance and delivery of the Underlying Securities, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (whether after notice or lapse of time or both), (i) any statute, rule or regulation applicable to the Corporation, including, without limitation, the Securities Laws; (ii) the constating documents, by-laws or resolutions of the Corporation which are in effect at the date hereof; (iii) any mortgage, note, indenture, contract, agreement, joint venture, partnership, instrument, lease or other document to which the Corporation is a party or by

which it is bound, other than in respect of contracts for which the Corporation is seeking consent in good faith in respect of the Business Combination; or (iv) any judgment, decree or order binding the Corporation or its respective Assets and Properties;

(i) at the Closing Time, each of the Transaction Documents shall have been duly authorized and executed and delivered by Resolute and upon such execution and delivery each shall constitute a valid and binding obligation of Resolute and each shall be enforceable against Resolute in accordance with its respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable Law;
(j) the Definitive Agreement has been duly authorized and executed and delivered by Resolute and constitutes a valid and binding obligation of the Corporation enforceable against Resolute in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable Law;
(k) at the Closing Time, all necessary corporate action will have been taken by Resolute to validly create and issue the Subscription Receipts and the Warrants and to validly approve the allotment of and reserve for issuance the Resolute Shares issuable upon conversion of the Subscription Receipts and the Warrant Shares upon exercise of the Warrants, and, upon the issuance thereof in accordance with the terms of the Subscription Receipts and the Warrants, respectively, such shares will be issued as fully paid and non-assessable shares in the capital of Resolute and will not have been issued in violation of or subject to any pre-emptive rights or contractual rights to purchase securities issued by the Corporation;
(l) at the Closing Time, all necessary corporate action will have been taken by Resolute to validly create and issue the Compensation Options and the Compensation Option Warrants and to validly approve the allotment of and reserve for issuance the Compensation Option Shares issuable upon exercise of the Compensation Options and the Compensation Option Warrant Shares issuable upon exercise of the Compensation Option Warrants, and, upon the issuance thereof in accordance with the terms of the Compensation Options and the Compensation Option Warrants, respectively, such shares will be issued as fully paid and non-assessable shares in the capital of the Corporation and will not have been issued in violation of or subject to any pre-emptive rights or contractual rights to purchase securities issued by the Corporation;
(m) TSX Trust Company, at its principal office in Toronto, Ontario, is appointed as the subscription receipt agent under the Subscription Receipt Agreement and as warrant agent under the Warrant Indenture;
(n) there are no Contracts or agreements between the Corporation and any Person granting such Person the right to require the Corporation to file a registration statement under Securities Laws in the United States or a prospectus under Securities Laws in Canada, with respect to any securities of the Corporation owned or to be owned by such Person;
(o) since June 30, 2022, there has not been any material change in the capital, assets, liabilities (absolute, accrued, contingent or otherwise) or obligations (absolute, accrued, contingent or otherwise) of the Corporation, on a consolidated basis, there has not been any material adverse change in the business, operations, condition or prospects (financial or otherwise) or results of the operations of the Corporation, on a consolidated basis, and to the best of the knowledge, information and belief of the Corporation, there have been no material facts, transactions, events or occurrences which could materially and adversely affect such capital, assets, liabilities (absolute, accrued, contingent or otherwise), obligations, business, operations, condition or prospects (financial or otherwise) of the Corporation;
(p) the information and statements set forth in the Due Diligence Materials in respect of the Corporation do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
(q) the Corporation has not approved, has not entered into any agreement in respect of, or has any knowledge of:
- (i) except in the ordinary course of business, the purchase of any material property or assets or any interest therein or the sale, transfer or other disposition of any material property or assets or any interest therein currently owned, directly or indirectly, by the Corporation whether by asset sale, transfer of shares or otherwise;
- (ii) other than in respect of the Business Combination, the change of control (by sale or transfer of shares or sale of all or substantially all of the property and assets of the Corporation or otherwise) of the Corporation; or
- (iii) any proposed or planned disposition of shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding shares of the Corporation;
(r) on the date hereof, other than as disclosed in the Financial Statements, the Corporation has no Indebtedness and is not party to any Debt Instrument except for indebtedness owed directly to vendors, consultants, suppliers and service providers that was incurred in the ordinary course of business or in connection with the Corporation's establishment of its operations in pursuit of the Business;
(s) all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers' compensation payments, property taxes and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, "Taxes") due and payable or required to be collected or withheld and remitted, by the Corporation have been paid, collected or withheld and remitted as applicable, except for where the failure to pay such Taxes would not have a Material Adverse Effect. All tax returns, declarations, and filings required to be filed by the Corporation have been filed with all appropriate Governmental Authorities, except where the failure to file such documents would not have a Material Adverse Effect, and all such returns, declarations and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading. To the knowledge of the Corporation, no examination of any tax return of the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any Taxes that have been paid, or may be payable, by the Corporation. There

are no agreements, waivers or other arrangements with any Governmental Authority providing for an extension of time for any assessment or reassessment of taxes with respect to the Corporation;

(t) the Corporation has established on its books and records reserves that are adequate for the payment of all material Taxes not yet due and payable and there are no liens for Taxes on the assets of the Corporation that are material, and, to the knowledge of the Corporation, there are no audits pending of the tax returns of the Corporation (whether federal, state, provincial, local or foreign) and there are no claims which have been or may be asserted relating to any such tax returns, which audits and claims, if determined adversely, would result in the assertion by any Governmental Authority of any deficiency that would result in a Material Adverse Effect;
(u) the Corporation maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain accountability for assets; and (iii) access to assets is permitted only in accordance with management's general or specific authorization;
(v) the authorized capital of the Corporation consists of an unlimited number of Resolute Shares, an unlimited number of class B shares, an unlimited number of class C shares, an unlimited number of class D shares, an unlimited number of class E shares, an unlimited number of Class F shares and an unlimited number of class G shares, of which, 42,068,200 Resolute Shares are issued and outstanding as fully paid and non-assessable shares in the capital of the Corporation; and, except for the issuance of 4,125,000 Resolute Shares issuable upon the exercise of 3,500,000 stock options and 625,000 broker warrants and, if multiple Closing Dates are utilized, the issuance of Resolute Shares issuable upon the exercise of securities issued in accordance with this Agreement on prior Closing Dates, there are no options, warrants or other securities convertible into, or exchangeable or exercisable for, Resolute Shares, nor any agreements, rights or privileges (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued Resolute Shares, securities, warrants or convertible obligations of any nature of the Corporation;
(w) none of the outstanding securities of the Corporation were issued in violation of any preemptive or similar rights of any securityholder of the Corporation and as at the Closing Date no securityholder of the Corporation will have any such right in respect of the Subscription Receipts, the Compensation Options or any Underlying Securities;
(x) at the Closing Time, no rights to acquire, or instruments convertible into or exchangeable for, any shares in the capital of the Corporation will be outstanding and no Person has any agreement, option, right or privilege (contractual or otherwise) capable of becoming an agreement for the purchase or acquisition of any interest in the shares or other securities of the Corporation, in each case other than as disclosed in this Agreement;
(y) no legal or governmental actions, suits, judgments, investigations or proceedings are pending to which the Corporation or the directors, officers or employees of the Corporation are a party or to which the Corporation's property or assets are subject which if finally determined adversely to the Corporation would be expected to result in a Material Adverse Effect and, to the knowledge of the Corporation, no such proceedings have been threatened

against or are pending with respect to the Corporation, or with respect to their respective property and assets and the Corporation is not subject to any judgment, order, writ, injunction, decree or award of any Governmental Authority, which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect;

(z) the Corporation is not (i) in violation of its constating documents or (ii) in default of the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, trust deed, joint venture, mortgage, loan agreement, note, lease or other agreement or instrument to which it is a party or by which it or its property may be bound;
(aa) to the knowledge of the Corporation, no counterparty to a Contract of the Corporation is in material default or breach of such Contract and there exists no condition, event or act which, with the giving of notice or lapse of time or both would constitute a material default or breach by such party under any such Contract which would give rise to a right of termination on the part of such party to such Contract;
(bb) the audited consolidated financial statements of the Corporation as at and for the year ended June 30, 2022 and 2021, and the unaudited interim financial statements of the Corporation for the six-month period ended December 31, 2022 (collectively, the "Financial Statements") prepared in accordance with Canadian Accounting Standards for Private Enterprises, contain no misrepresentations and present fairly, in all material respects, the financial condition of the Corporation as at the dates thereof and the results of the operations and cash flows of the Corporation for the period then ended and contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, expenses and losses of the Corporation that are required to be disclosed in such financial statements and there has been no material change in accounting policies or practices of the Corporation since June 30, 2022;
(cc) to the knowledge of the Corporation, the Crossover Financial Statements fairly present in all material respects, in accordance with IFRS consistently applied, the financial position and condition of Crossover at the dates thereof and the results of the operations of Crossover for the periods then ended and reflect all assets, liabilities or obligations (absolute, accrued, contingent or otherwise) of Crossover as at the dates thereof;
(dd) since June 30, 2022, there has been no change in the condition (financial or otherwise), or in the business, capital, affairs, operations, properties, assets, or liabilities of the Corporation, whether or not arising in the ordinary course of business, which would have a Material Adverse Effect;
(ee) the description of the assets and liabilities (absolute, accrued, contingent or otherwise) of the Corporation set forth in the Financial Statements fairly represents, in accordance with IFRS, the financial position and condition of the Corporation (taken as a whole) at the dates thereof and reflects all material liabilities (absolute, accrued, contingent or otherwise) of the Corporation, on a consolidated basis, as at the dates thereof and the Corporation, on a consolidated basis, have no additional material liabilities (absolute, accrued, contingent or otherwise) which are not set forth in the Financial Statements and the assets of the Corporation, on a consolidated basis, are in all material respects as set forth in the Financial Statements;
(ff) there is no material fact known to the Corporation which the Corporation has not disclosed to the Agent which materially adversely affects, or would reasonably be expected to materially adversely affect, the assets, liabilities (contingent or otherwise), affairs, business, prospects, operations or condition (financial or otherwise) of the Corporation, on a consolidated basis, or the ability of the Corporation to perform its obligations under the Transaction Documents and the Definitive Agreement;
(gg) since June 30, 2022: (i) the Corporation has not paid or declared any dividend or incurred any material capital expenditure or made any commitment therefor; (ii) the Corporation has not incurred any obligation or liability, direct or indirect, contingent or otherwise, except in the ordinary course of business or which in the aggregate are not material; and (iii) other than the proposed Business Combination, the Corporation has not entered into any material transactions except in the ordinary course of business;
(hh) the statements set forth in the Investor Presentation in relation to the Offering and the Corporation are true and correct in all material respects and do not contain any misrepresentation;
(ii) no material fact has been omitted from the Investor Presentation that is required to be stated in the document or is necessary to make the statements made therein in relation to the Offering and the Corporation not misleading in light of the circumstances in which they were made;
(jj) to the knowledge of the Corporation, the Investor Presentation complies in all material respects with applicable Securities Laws;
(kk) to the knowledge of the Corporation, the statistical, industry and market related data included in the Investor Presentation are derived from sources which the Corporation reasonably believes to be accurate, reasonable and reliable, and such data agrees with the sources from which it was derived;
(ll) the Corporation has operated and is currently in material compliance with all applicable rules, regulations and policies of Governmental Authority having jurisdiction over the Corporation and its respective activities and the Corporation is in full compliance with industry specific standards set by all relevant organizations, which pertains to the Business;
(mm) although it does not warrant title to the Resolute Properties, the Corporation does not have reason to believe that it do not have title to or the irrevocable right to produce and sell their petroleum, natural gas and related hydrocarbons that comprise a part of the Resolute Properties, and does represent and warrant that except as would not have a Material Adverse Effect in respect of the Corporation, the Resolute Properties are free and clear of adverse claims created by, through or under the Corporation or those arising in the ordinary course of business, and that to its knowledge, the Corporation holds the Resolute Properties under valid and subsisting leases, permits, concessions, concession agreements, contracts, subleases, reservations or other agreements;
(nn) the Corporation has not received notice of (nor is it aware of) any default in respect of any of the Resolute Properties or under any title or operating documents or any other agreement or instrument pertaining to their Petroleum and Natural Gas Interests to which they are a party or by which it or any such Petroleum and Natural Gas Interests are bound or subject,

except to the extent such defaults would not in the aggregate have a Material Adverse Effect in respect of the Corporation;

(oo) except to the extent that any matter referenced to in this subparagraph does not, and would not, reasonably be expected to result in a Material Adverse Effect in respect of the Corporation, all rentals, royalties, overriding royalty interests, production payments, net profits, interest burdens, payments and obligations due and payable, or performable, as the case may be, on or prior to the date hereof under, with respect to, or on account of, any direct or indirect assets of the Corporation have been, in all material respects: (i) paid; (ii) performed; or (iii) provided for prior to the date hereof;
(pp) there is no material adverse claim against or challenge to the title or ownership of the Corporation or of the Resolute Subsidiary, or their respective ownership of, the Petroleum and Natural Gas Interests;
(qq) the Corporation has the exclusive right to deal with the Petroleum and Natural Gas Interests;
(rr) except as would arise or exist in the ordinary course of operating as an oil, gas and mineral company in western Canada (including Crown or freehold lessor royalties, industry operating agreements or procedures and ordinary course expirations, relinquishments or forfeitures as provided under the terms of Crown or freehold licenses or leases) to the knowledge of the Corporation, there are no earn-in rights, rights of first refusal, royalty rights or similar provisions affecting any of the Resolute Properties;
(ss) there are no material restrictions on the ability of the Corporation to use, transfer or exploit the Petroleum and Natural Gas Interests, except pursuant to the applicable Laws;
(tt) the Corporation has not received any notice, whether written or oral, from any Government Authority of any revocation or intention to revoke or materially amend any of their respective interests of the Corporation in any of Petroleum and Natural Gas Interests and, to the knowledge of the Corporation, there is no reasonable basis to expect that such a revocation or material amendment of any of their respective interests in any of the Petroleum and Natural Gas Interests may occur;
(uu) the Corporation has made available to GLJ Ltd. ("GLJ"), prior to the issuance of the Geological Report for the purposes of preparing such report, all information requested by GLJ which information did not contain any material misrepresentation at the time such information was so provided. There are no changes in any information provided to GLJ since the date that such information was so provided;
(vv) the material licenses, permits, claims, production leases and other property rights, including the drilling licenses (the "Licenses"), are validly held by the Corporation, the Licenses are in good standing in all material respects with respect to the performance of all material obligations required thereunder and under applicable law, and the Corporation has not received or has knowledge of there having been issued any notice of default of any of the terms or provisions of the Licenses;
(ww) to the knowledge of the Corporation, the Geological Report prepared by GLJ with an effective date of February 28, 2023 reasonably presents the quantity prospective resources attributable to the crude oil, natural gas liquids and natural gas properties evaluated in the

Geological Report based upon information available at the time the Geological Report was prepared and the assumptions contained therein; the Corporation believes that at the date of such report and based on the assumptions contained therein it did not overstate the estimated aggregate quantity of such prospective resources. To the knowledge of the Corporation, the Geological Report complies with the requirements of applicable laws (including the requirements of the Canadian Oil and Gas Evaluation Handbook) and has been prepared or audited by a qualified reserves evaluator (determined in accordance with applicable laws) and the results thereof have been disclosed in accordance with applicable laws;

(xx) the Corporation (i) is and at all times has been in compliance in all material respects with all applicable Laws; (ii) has not received any correspondence or notice from any Governmental Authority alleging or asserting non-compliance with any applicable Laws or any licences, certificates, approvals, clearances, authorizations, permits, qualifications, consents and supplements or amendments thereto required by any such applicable Laws, (collectively, "Authorizations"); (iii) possesses all Authorizations required for the conduct of the Business except for those Authorizations which, if not held, could not reasonably be expected to have a Material Adverse Effect, and such Authorizations are valid and in good standing and in full force and effect and the Corporation is not in violation of any term of any such Authorization, except where such violation could not reasonably be expected to have a Material Adverse Effect; (iv) has not received notice of any pending or threatened claim, suit, proceeding, hearing, enforcement, audit, investigation, arbitration or other action from any Governmental Authority or third party alleging that any operation or activity of the Corporation is in violation of any applicable Laws or Authorizations and has no knowledge or reason to believe that any such Governmental Authority or third party is considering any such claim, suit, proceeding, hearing, enforcement, audit, investigation, arbitration or other action; (v) has not received notice that any Governmental Authority has taken, is taking or intends to take action to limit, suspend, modify or revoke any material Authorizations and/or will not grant any required Authorization and has no knowledge or reason to believe that any such Governmental Authority is considering such action; and (vi) has or has had on its behalf, filed, declared, obtained, maintained or submitted all reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any applicable Laws or Authorizations and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were materially complete and correct on the date filed (or were corrected or supplemented by a subsequent submission);
(yy) there are no material third party consents required to be obtained in order for the Corporation to create and issue the Subscription Receipts and the Compensation Options other than those which have been obtained;
(zz) no order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or, to the knowledge of the Corporation, are pending, contemplated or threatened by any regulatory authority;
(aaa) other than transfer restrictions under the Corporation's articles, there are no voting trusts or agreements, shareholders' agreements, buy sell agreements, rights of first refusal agreements, agreements relating to restrictions on transfer, pre-emptive rights agreements, tag-along agreements, drag along agreements, proxies relating to any of the securities of

the Corporation or any agreement which in any manner affects or will affect to the voting or control of any securities of the Corporation, to which the Corporation is a party;

(bbb) except as disclosed in the Due Diligence Materials in respect of the Corporation, there is no agreement, plan or practice relating to the payment of any management, consulting, service or other fee or any bonus, pensions, share of profits or retirement allowance, insurance, health or other employee benefit other than in the ordinary course of business;
(ccc) no union has been accredited or otherwise designated to represent any employees of the Corporation and, to the knowledge of the Corporation, no accreditation request or other representation question is pending with respect to the employees of the Corporation and no collective agreement or collective bargaining agreement or modification thereof has expired or is in effect in any of the facilities of the Corporation and none is currently being negotiated by the Corporation;
(ddd) the Corporation is in compliance in all material respects with all Laws respecting employment and employment practices, terms and conditions of employment, pay equity and wages and have not and are not engaged in any unfair labour practice;
(eee) the Corporation does not have any agreement or plan for retirement, bonus, stock purchase, profit sharing, stock option (other than the Corporation's stock option plan), deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to, or required to be contributed to, by the Corporation for the benefit of any current or former director, officer, employee or consultant of the Corporation (the "Employee Plans"), each of which have been maintained in all material respects with its terms and with the requirements prescribed by any and all Laws that are applicable to such Employee Plans;
(fff) no current or former employee, officer or director of the Corporation is entitled to a severance, termination or similar payment as a result of the Business Combination;
(ggg) except for the Agent, no Person is entitled to: (i) a payment under a Contract with the Corporation as a result of the Offering or the Business Combination; or (ii) terminate a Contract with the Corporation as a result of the Business Combination;
(hhh) no material labour dispute with current and former employees of the Corporation exists, or, to the knowledge of the Corporation, is imminent and the Corporation is not aware of any existing, threatened or imminent labour disturbance by the employees of any of the principal suppliers, manufacturers or contractors of the Corporation;
(iii) except for such matters as would not, individually or in the aggregate, have a Material Adverse Effect, no existing supplier, distributor, service provider, manufacturer or contractor of the Corporation has indicated that it intends to terminate its relationship with the Corporation or that it will be unable to meet the Corporation's supply, distribution, service, manufacturing or contracting requirements;
(jjj) to the knowledge of the Corporation, none of the directors, officers or employees of the Corporation or any associate or affiliate of any of the foregoing have any material interest, direct or indirect, in any material transaction or any proposed transaction with the Corporation that materially affects, is material to or will materially affect the Corporation;
(kkk) with respect to the premises of the Corporation which is material to the Corporation on a consolidated basis and which the Corporation occupies as tenant (the "Leased Premises"), the Corporation occupies the Leased Premises and has the exclusive right to occupy and use the Leased Premises and each of the leases pursuant to which the Corporation occupies the Leased Premises is in good standing and in full force and effect;
(lll) the Corporation does not own any real property;
(mmm) the Corporation's insurance policies are valid and enforceable and in full force and effect, are underwritten by unaffiliated and reputable insurers, are sufficient for all applicable requirements of law and provide insurance, in such amounts and against such risks as is customary for corporations engaged in businesses similar to that carried on by the Corporation. The Corporation is not in default in any material respect with respect to the payment of any premium or compliance with any of the provisions contained in any such insurance policy and have not failed to give any notice or present any claim within the appropriate time therefor. There are no circumstances under which the Corporation would be required to or, in order to maintain its coverage, should give any notice to the insurers under any such insurance policy which has not been given. The Corporation has not received notice from any of the insurers regarding cancellation of such insurance policy;
(nnn) the minute books and records of the Corporation made available to counsel for the Agent in connection with the due diligence investigation of the Corporation for the period from the date of incorporation to the date hereof are all of the minute books of the Corporation and contain copies of all material proceedings (or certified copies thereof or drafts thereof pending approval) of the shareholders, the directors and all committees of directors of the Corporation to the date hereof and there have been no other meetings, resolutions or proceedings of the shareholders, directors or any committees of the directors of the Corporation to the date hereof not reflected in such minute books;
(ooo) to the Corporation's knowledge, except to the extent that any violation or other matter referred to in this subparagraph does not have a Material Adverse Effect on the Corporation:
- (i) it is not in violation of any Environmental Laws;
- (ii) it has operated its business at all times and has received, handled, used, stored, treated, shipped and disposed of all contaminants without violation of the Environmental Laws;
- (iii) all known spills or similar incidents pertaining to or affecting the business or assets of Resolute have been reported to the appropriate governmental entity to the extent required by Environmental Laws, except where such failure to report would not result in a material adverse effect on the Corporation;
- (iv) there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water or any municipal or other sewer or drain water systems by the Corporation that have not been remedied;
- (v) no orders, directions or notices have been issued and remain outstanding pursuant to any Environmental Laws relating to the business and assets of the Corporation;
(vi) any demand or notice with respect to the material breach of any environmental, health or safety law applicable to the Corporation or any of its respective business undertakings, including, without limitation, any regulations respecting the use, storage, treatment, transportation, or disposition of environmental contaminants;
(vii) it has not failed to report to the proper federal, provincial, state, municipal or other political subdivision, government, commission, board, bureau, agency or instrumentality, domestic or foreign, the occurrence of any event which is required to be so reported by any Environmental Laws; and
(viii) it holds all licenses, permits and approvals required under any Environmental Laws in connection with the operations of its business and the ownership and use of its assets, all such licenses, permits and approvals are in full force and effect, and the Corporation has not received any notification pursuant to any Environmental Laws that any work, repairs, construction, or capital expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any license, permit or approval issued pursuant thereto, or that any license, permit or approval referred to above is about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;
(ppp) to the Corporation's knowledge, all wells located on any lands in which the Corporation has an interest, or lands with which such lands have been pooled or unitized, which have been abandoned have been abandoned in material compliance with all applicable statutes and regulations regarding the abandonment of wells;
(qqq) any and all operations of the Corporation and to the Corporation's knowledge, any and all operations by third parties, on or in respect of the Resolute Properties, have been conducted in accordance with good oil and gas industry practices and in material compliance with applicable laws, rules, regulations, orders and directions of government and other competent authorities;
(rrr) the Corporation is not aware of any pending or contemplated change to any applicable Law or governmental position that would materially affect the Business as currently conducted or the legal environment under which the Corporation operates;
(sss) all information which has been prepared by the Corporation relating to the Corporation, the Business and the Corporation's property and liabilities and made available to the Agent, including all financial and operational information related to the Corporation and the Business provided to the Agent was, as of the date of such information, true and correct in all material respects, taken as a whole, and no fact or facts have been omitted therefrom which would make such information materially misleading and did not contain a misrepresentation;
(ttt) other than the Agent, there is no Person acting or purporting to act at the request or on behalf of the Corporation that is entitled to any brokerage or finder's fee or other compensation in connection with the transactions contemplated by this Agreement;
(uuu) a true and complete copy of the Definitive Agreement has been provided to the Agent;
(vvv) to the knowledge of the Corporation, there has been no (i) actual or alleged breach or default by any party of any provisions of the Definitive Agreement and no event, condition,

or occurrence exists which after the notice or lapse of time (or both) would constitute a breach or default by any party to the Definitive Agreement; or (ii) dispute, termination, cancellation, or renegotiation of the Definitive Agreement, and, to the knowledge of the Corporation, no state of facts giving rise to any of the foregoing exists;

(www) the Corporation hereby:

(i) makes the representations and warranties made by Crossover to the Corporation in the Definitive Agreement, in each case, subject to the qualifications related thereto set forth in the Definitive Agreement. Such representations and warranties shall survive the Closing in such manner and for the period of time that such representations and warranties survive in the Definitive Agreement; and
(ii) confirms that (A) the representations and warranties of the Corporation contained in the Definitive Agreement are true and correct in all material respects, as of the date given, and (B) to the knowledge of the Corporation, the representations and warranties of Crossover contained in the Definitive Agreement are true and correct in all material respects, as of the date given; and
(xxx) to the knowledge of the Corporation, no event has occurred or condition exists which will reasonably prevent the Business Combination from being completed prior to the Escrow Release Deadline.
9. Covenants of the Agent. The Agent hereby represents and covenants to the Corporation that:
- (a) the Agent will use its commercially reasonable efforts to arrange for Purchasers in the Selling Jurisdictions;
- (b) the Agent has complied and will comply, and shall require any investment dealer or broker, other than the Agent, with which the Agent have a contractual relationship in respect of the sale of the Subscription Receipts (each a "Selling Firm") to comply, with all applicable Securities Laws in connection with the sale of the Subscription Receipts, and shall offer the Subscription Receipts for sale directly and through Selling Firms upon the terms and conditions set out in this Agreement. The Agent has offered and will offer, and shall require any Selling Firm to offer, the Subscription Receipts for sale and sell the Subscription Receipts only in those jurisdictions where they may be lawfully offered for sale or sold (being the Selling Jurisdictions). Any Selling Firm appointed by the Agent shall be compensated by the Agent from its compensation hereunder. The Agent shall use its best efforts to ensure that any Selling Firm appointed pursuant to this Agreement complies with the covenants and obligations of the Agent hereunder;
- (c) the Agent shall, and shall require any Selling Firm to agree to, offer the Subscription Receipts in a manner which complies with and observes all applicable Laws and regulations in each jurisdiction into and from which they may offer to sell the Subscription Receipts;
- (d) the Agent and its representatives (including any Selling Firms) have not engaged in or authorized, and will not engage in or authorize, any form of general solicitation or general advertising in connection with or in respect of the Subscription Receipts in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio, television or otherwise or conducted any seminar or meeting

concerning the offer or sale of the Subscription Receipts whose attendees have been invited by any general solicitation or general advertising;

(e) the Agent has not and will not (and has required and shall require any Selling Firm not to): (i) solicit offers to purchase or sell the Subscription Receipts in any jurisdiction other than the Selling Jurisdictions or so as to require the filing of a prospectus, listing statement, registration statement or offering memorandum or similar document with respect thereto or the provision of a contractual right of action (as defined in Ontario Securities Commission Rule 14-501) or a statutory right of action under the Laws of any jurisdiction, other than the Investor Presentation; or (ii) provide prospective Purchasers with any document or other material that would constitute an offering memorandum within the meaning of applicable Securities Laws, other than the Investor Presentation;
(f) the Agent and each Selling Firm are duly registered as an investment dealer or exempt market dealer pursuant to the provisions of Securities Laws in those jurisdictions in Canada in which it is required to be so registered or licensed in order to perform the services contemplated by this Agreement, or if or where not so registered or licensed, the Agent will act only through Selling Firms who are so registered or licensed; and
(g) the Agent will use its commercially reasonable efforts to obtain a duly completed and executed Subscription Agreement and all applicable undertakings and other forms required under Securities Laws for the purchase and sale of the Subscription Receipts from each Purchaser.

10. Closing Deliveries. The purchase and sale of the Subscription Receipts shall be completed at the Closing Time and held electronically or at such other place as the Agent and the Corporation may agree upon in writing. At the Closing Time, the Corporation shall issue the Subscription Receipts in certificated form and/or in accordance with the "non-certificated inventory" rules and procedures of CDS, and shall direct CDS to credit the Subscription Receipts to the accounts of participants of CDS as designated by the Agent, against payment to the Subscription Receipt Agent (to be held in escrow in accordance with the terms of the Subscription Receipt Agreement) of the aggregate Offering Price therefor, less 50% of the Cash Compensation and all of the estimated expenses payable to the Agent at the Closing Time pursuant to Section 11, by wire transfer of immediately available funds.

11. Closing Conditions. Each Purchaser's obligation to purchase the Subscription Receipts shall be conditional upon the fulfilment at or before the Closing Time on the Initial Closing Date, and each subsequent Closing Date, of the following conditions:

(a) the Agent shall have received a certificate, dated as of the Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Corporation, certifying for and on behalf of the Corporation, to the their knowledge, information and belief, after due inquiry, that:
- (i) no order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of the Corporation or prohibiting the issue and sale of the Subscription Receipts or any of the Corporation's issued securities has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or are contemplated or threatened by any regulatory authority;
(ii) since June 30, 2022, (A) there has been no material adverse change (actual or proposed, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or share structure of the Corporation, and (B) no material transactions have been entered into by the Corporation other than in the ordinary course of business;
(iii) the Corporation has complied with all the terms, covenants and conditions of this Agreement on its part to be complied with up to the Closing Time; and
(iv) the representations and warranties of the Corporation contained in this Agreement are true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time;
(b) the Agent shall have received at the Closing Time a certificate dated the Closing Date, signed by an appropriate officer or officers of the Corporation addressed to the Agent, with respect to the constating documents of the Corporation, all resolutions of the Corporation's board of directors relating to the Transaction Documents, the Definitive Agreement and otherwise pertaining to the purchase and sale of the Subscription Receipts and the transactions contemplated hereby and thereby, the incumbency and specimen signatures of signing officers and such other matters as the Agent may reasonably request;
(c) the Agent shall have been satisfied, in its sole discretion, with the results of its due diligence review of the Corporation and its business, operations and financial conditions and market conditions at the Closing Time;
(d) the Agent shall have received a certificate of status (or equivalent) with respect to the jurisdiction in which each of the Corporation and Resolute Subsidiary was incorporated;
(e) the Agent shall have received satisfactory evidence, acting reasonably, that all requisite approvals and consents have been obtained by each of the Corporation and Crossover and remain in full force and effect in order to complete the Offering;
(f) each of the Transaction Documents shall be in a form acceptable to the Agent, acting reasonably, and shall have been executed and delivered by the Corporation;
(g) the Agent shall have received the executed Lock-Up Agreements;
(h) the Agent shall have received legal opinions addressed to the Agent and the Purchasers, in form and substance satisfactory to the Agent, acting reasonably, dated as of the Closing Date, from Borden Ladner Gervais LLP, counsel to the Corporation, and where appropriate, counsel in the other Designated Provinces, which counsel in turn may rely, as to matters of fact, on certificates of auditors, public officials and officers of the Corporation with respect to the following matters with respect to the Corporation and the Resolute Subsidiary:
- (i) as to the incorporation and valid existence of the Corporation and the Resolute Subsidiary and the corporate power, capacity and authority of each of the Corporation and the Resolute Subsidiary to carry on its business as presently carried on and to own, lease and operate its properties and assets;
(ii) as to the authorized and issued shares of each of the Corporation and the Resolute Subsidiary immediately prior to the Closing Time;
(iii) to execute and deliver the Transaction Documents and the Definitive Agreement and to perform all of its obligations thereunder and to issue the Subscription Receipts, the Resolute Shares and Warrants comprising the Resolute Units, the Warrant Shares, the Compensation Options, the Compensation Option Shares and Compensation Option Warrants comprising the Compensation Option Resolute Units and the Compensation Option Warrant Shares;
(iv) each of the Transaction Documents and the Definitive Agreement has been duly authorized and executed and delivered by the Corporation and constitutes a valid and legally binding agreement of the Corporation enforceable against it in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, liquidation, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and the qualification that the enforceability of rights of indemnity, contribution and waiver and the ability to sever unenforceable terms may be limited by applicable Law;
(v) the execution and delivery of the Transaction Documents and the Definitive Agreement, the performance by the Corporation of its obligations thereunder and the issuance and sale of the Subscription Receipts and the issue of the Resolute Shares and Warrants comprising the Resolute Units, the Warrant Shares, the Compensation Options, the Compensation Option Shares and Compensation Option Warrants comprising the Compensation Option Resolute Units and the Compensation Option Warrant Shares does not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, (A) the provisions of the ABCA; or (B) the constating documents of the Corporation;
(vi) the authorization, creation and valid issuance of the Subscription Receipts and the Compensation Options;
(vii) the Resolute Shares comprising the Resolute Units, the Warrant Shares, the Compensation Option Shares and the Compensation Option Warrant Shares have been duly authorized, and, in the case of the Warrant Shares, the Compensation Option Shares and the Compensation Option Warrant Shares, allotted and reserved for issuance;
(viii) the Resolute Shares comprising the Resolute Units, upon the issuance thereof in accordance with the terms of the Subscription Receipts, will be, and, upon the due exercise of the Warrants, the Compensation Options and the Compensation Option Warrants in accordance with the provisions thereof, the Warrant Shares, the Compensation Option Shares and the Compensation Option Warrant Shares, respectively, will be, validly issued as fully paid and non-assessable shares in the capital of the Corporation;
(ix) the Warrants comprising the Resolute Units, upon the issuance thereof in accordance with the terms of the Subscription Receipts, will be, and the Compensation Option Warrants comprising the Compensation Option Resolute Units have been validly created;
(x) the appointment of TSX Trust Company, at its principal office in Toronto, Ontario, as the duly appointed escrow agent and subscription receipt agent under the Subscription Receipt Agreement and the warrant agent under the Warrant Indenture;
(xi) the issuance and sale by the Corporation of the Subscription Receipts to the Purchasers resident in the Designated Provinces in accordance with the terms of the Subscription Agreements and the granting and the issuance of the Subscription Receipts comprising the Compensation Options to the Agent in accordance with the terms of this Agreement, are exempt from the prospectus requirements of applicable Securities Laws and no documents are required to be filed, no proceedings are required to be taken and no approvals, permits, consents or authorizations are required to be obtained by the Corporation under applicable Securities Laws to permit such issuance and sale, subject only to the filing of the requisite forms under applicable Securities Laws;
(xii) the issuance of the Resolute Shares and Warrants upon conversion of the Subscription Receipts, the issuance of the Warrant Shares upon due exercise of the Warrants, the issuance of the Compensation Option Shares and Compensation Option Warrants upon the due exercise of the Compensation Options, and the issuance of the Compensation Option Warrant Shares upon the due exercise of the Compensation Option Warrants, is or will be exempt from the prospectus requirements of applicable Securities Laws of the Designated Provinces and no documents are required to be filed, no proceedings are required to be taken and no approvals, permits, consents or authorizations are required to be obtained by the Corporation under applicable Securities Laws of the Designated Provinces to permit such issuance; and
(xiii) the first trade by the Purchasers or the Agent (as applicable) of the Subscription Receipts, the Resolute Shares and Warrants comprising the Resolute Units, the Warrant Shares, the Compensation Options, the Compensation Option Shares and the Compensation Option Warrants comprising the Compensation Option Resolute Units and the Compensation Option Warrant Shares, other than a trade which is otherwise exempt under the applicable Securities Laws, will be a distribution and will be subject to the prospectus requirements under the Securities Laws of the Designated Provinces unless: (1) at the time of such trade, the Corporation is and has been a reporting issuer in a jurisdiction of Canada for the four months immediately preceding such trade; (2) at the time of such trade, at least four months have elapsed from the "distribution date" (as such term is defined under NI 45-102) of the Subscription Receipts or the Compensation Options, as applicable; (3) the certificates representing the Subscription Receipts and the Compensation Option Certificates carry a legend stating "Unless permitted under

securities legislation, the holder of this security must not trade the security before the date that is four months and a day after the later of (i) the date of issuance; and (ii) the date the issuer became a reporting issuer in any province or territory" (or if the security is entered into a direct registration or other electronic book entry system, or if the relevant Purchaser or Agent did not directly receive a certificate representing the security, the relevant Purchaser or Agent received written notice containing such legend); (4) the trade is not a "control distribution" (as such term is defined in the NI 45-102); (5) no unusual effort is made to prepare the market or to create a demand for the security that is the subject of such trade; (6) no extraordinary commission or consideration is paid to a person or corporation in respect of such trade; and (7) if the selling securityholder is an "insider" or "officer" of the Corporation (as such terms are defined under applicable Securities Laws), the selling securityholder has no reasonable grounds to believe that the Corporation is in default of "securities legislation" (as such term is defined in National Instrument 14- 101 – "Definitions"); and

(i) if any Subscription Receipts are offered and sold in the United States or to, or for the account or benefit of U.S. Persons, the Agent shall have received legal opinion addressed to the Agent, in form and substance satisfactory to the Agent, acting reasonably, dated as of the Closing Date, from Dorsey & Whitney LLP, special U.S. counsel to the Corporation, confirming that registration under the U.S. Securities Act is not required in connection with the offer and sale of the Subscription Receipts and the conversion of the Subscription Receipts for the Resolute Shares and the Warrants, provided such offers and sales are made in compliance with Schedule "B" to this Agreement and provided further that it being understood that no opinion is expressed as to any subsequent resale of any Subscription Receipts, Resolute Shares or Warrants.

12. Rights of Termination. The Agent shall be entitled, at its sole option, to terminate its obligations hereunder by written notice to that effect given to the Corporation at or prior to the Closing Time on the Initial Closing Date if:

(a) the Agent shall become aware, as a result of its due diligence review or otherwise, of any adverse material change with respect to the Corporation or Crossover (in the sole opinion of the Agent, or any one of them, acting reasonably) which had not been publicly disclosed or disclosed to the Agent prior to the date hereof and which would have a material adverse effect or the market price or value of the Subscription Receipts;
(b) there should occur any material change, change of a material fact, occurrence, event, fact or circumstance or any development or a new material fact shall arise which has or would be expected to have, in the sole opinion of the Agent, acting reasonably and in good faith, a material adverse effect on the business, operations, affairs or financial condition of the Corporation or of its subsidiaries, or of Crossover, or on the market price, value or marketability of the securities of the Corporation or Crossover;
(c) the state of the financial markets, whether national or international, is such that in the opinion of the Agent it would be unprofitable to offer or continue to offer the Subscription Receipts for sale;
(d) there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence (including any natural catastrophe) or any outbreak or escalation of national or international hostilities or any crisis or calamity or act of terrorism or similar event or any governmental action, change of applicable law or regulation (or the interpretation or administration thereof), inquiry or other occurrence of any nature whatsoever, including by a result of the novel coronavirus (COVID-19) pandemic only to the extent that there are material adverse impacts related thereto after the date hereof, which, in each case, in the opinion of the Agent, seriously adversely affects, or involves, or might reasonably be expected to seriously adversely affect, or involve, the financial markets in Canada or the United States or the business, operations or affairs of the Corporation and its subsidiaries (taken as a whole) or Crossover;
(e) any inquiry, action, suit, investigation or other proceeding, whether formal or informal (including matters of regulatory transgression or unlawful conduct), is commenced, announced or threatened or any order made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including, without limitation, the TSXV or any securities regulatory authority or any law or regulation is enacted or changed which would cease trading in the Corporation or Crossover's securities or, in the opinion of the Agent, acting reasonably and in good faith, operates to prevent or restrict materially the trading or distribution of the securities of the Corporation or materially adversely affects or will materially adversely affect the market price, value or marketability of the securities of the Corporation or Crossover;
(f) the Corporation is in breach of a material term, condition or covenant of this Agreement, or any representation or warranty given by the Corporation in this Agreement becomes or is false in any material respect and cannot be cured;
(g) all required regulatory approvals of the Corporation or Crossover in respect of the Offering and the Business Combination are not obtained;
(h) any order, action or proceeding which cease trades, suspends or otherwise operates to prevent, prohibit or restrict the distribution or trading the securities of the Corporation or Crossover is made or proceedings are announced, commenced or threatened for the making of any such order, action or proceeding by a securities regulatory authority; or
(i) each of the Agent and the Corporation agree to terminate this Agreement.

The Corporation agrees that: (i) all material terms and conditions in this Agreement shall be construed as conditions and complied with so far as the same relate to acts to be performed or caused to be performed by the Corporation; (ii) it will use commercially reasonable efforts to cause such conditions to be complied with; and (iii) any breach or failure by the Corporation to comply with any of such conditions shall entitle the Agent, at its option in accordance with Section 12, to terminate its obligations under this Agreement (and the obligations of the Purchasers arranged by them to purchase Subscription Receipts) by notice to that effect given to the Corporation at or prior to a Closing Time on the Closing Date. The Agent may waive, in whole or in part, or extend the time for compliance with, any terms and conditions without prejudice to its rights in respect of any other of such terms and conditions or any other or subsequent breach or non-compliance, provided that any such waiver or extension shall be binding upon the Agent only if the same is in writing and signed by the Agent.

13. Exercise of Termination Right. If this Agreement is terminated by the Agent pursuant to Section 12, there shall be no further liability on the part of the Agent or the Corporation to the Agent, except in respect of any liability which may have arisen or may thereafter arise under Sections 12, 13 and 14. The right of the Agent to terminate its obligations under this Agreement is in addition to such other remedies as it may have in respect of any default, act or failure to act of the Corporation in respect of any of the matters contemplated by this Agreement.

14. Expenses. Whether or not the Offering is completed, the Corporation will be responsible for all of the Agent's reasonable expenses and fees in connection with the Offering, including, but not limited to: (i) all expenses of or incidental to the issue, sale or distribution of the Subscription Receipts and any conversion thereof, including expenses related to marketing road shows; (ii) the reasonable fees and expenses of the Agent's legal counsel (such fees not to exceed $75,000 in respect of legal counsel (exclusive of disbursements and taxes)); and (iii) all reasonable costs incurred in connection with due diligence and the preparation of documentation relating to the Offering. All fees and expenses incurred by the Agent or on its behalf shall be payable by the Corporation at the Closing Time. Any additional reasonable expenses of the Agent incurred subsequent to any Closing Date, shall be payable upon the satisfaction of the Escrow Release Conditions. At the option of the Agent, such fees and expenses may be deducted from the gross proceeds otherwise payable to the Corporation at the Closing.

15. Survival of Representations and Warranties. All terms, warranties, representations, covenants, indemnities and agreements herein contained or contained in any documents delivered pursuant to this Agreement shall survive the purchase and sale of the Subscription Receipts and continue in full force and effect for the benefit of the Agent, the Purchasers and/or the Corporation, regardless of the Closing and of any investigations carried out by the Agent or on its behalf and shall not be limited or prejudiced by any investigation made by or on behalf of the Agent in connection with the purchase and sale of the Subscription Receipts or otherwise for a period ending on the date that is the later of: (a) 18 months following the Closing Date, or (ii) if the Escrow Release Conditions are satisfied on or before the Escrow Release Deadline, 18 months following the date of the Listing. For greater certainty, the provisions contained in this Agreement in any way related to indemnification or the contribution obligations shall survive and continue in full force and effect, indefinitely, subject to the limitation requirements of applicable Laws. In this regard, the Agent shall act as trustees for the Purchasers and accept these trusts and shall hold and enforce such rights on behalf of the Purchasers.

16. Indemnity. The Corporation and, upon completion of the Business Combination, the Resulting Issuer (together, the "Companies"), jointly and severally, agree to indemnify and hold harmless the Agent and its subsidiaries, affiliates and syndicate or selling group members and each of its directors, officers, employees, partners, and shareholders (collectively, the "Indemnified Parties" and individually, an "Indemnified Party"), to the full extent lawful, from and against any and all expenses, losses (other than a loss of profits of such Indemnified Party), fees, claims, actions (including shareholder actions, derivative actions or otherwise), damages and liabilities, joint or several, (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims and the reasonable fees and expenses of their counsel that may be incurred in advising with respect to and/or defending and/or settling any action, suit, proceeding, investigation or claim (collectively, the "Claims") that may be made or threatened against any Indemnified Party by a third party) to which any Indemnified Party may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as the Claims relate to, are caused by, result from, arise out of or are based upon, directly or indirectly, the performance of professional services rendered to the Corporation by the Indemnified Parties hereunder or otherwise in connection with the matters set out in this Agreement, provided, however, that this indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become nonappealable shall determine that:

(a) an Indemnified Party has been grossly negligent, breached applicable laws or has committed wilful misconduct in the course of such performance; and
(b) the expenses, losses, claims, damages or liabilities to which the Indemnified Party makes a claim for indemnification were directly caused by the gross negligence, breach of applicable law or willful misconduct referred to in (i) immediately above.

The Companies agree to waive any right the Companies might have of first requiring an Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim payment from any other Person before claiming under this indemnity.

The Companies agree that in case any legal proceeding shall be brought against either or both of the Companies and/or any Indemnified Party by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, or if any such entity shall investigate the Companies and/or any Indemnified Party and an Indemnified Party and any of its personnel shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with or by reason of this Agreement, the Engagement Letter, or the performance of professional services rendered to the Companies by the Agent hereunder and thereunder, such Indemnified Party or its personnel shall have the right to employ its own counsel in connection therewith, provided that the Indemnified Party acts reasonably in selecting such counsel, and the reasonable fees and expenses of such counsel as well as the reasonable costs (at normal per diem rates) and out-of-pocket expenses incurred by the Indemnified Party and any of its personnel in connection therewith shall be paid by the Companies as they occur; provided, however, that, for greater certainty, the Companies shall have no obligation to pay any fees, expenses or costs of an Indemnified Party (including the fees and expenses of such Indemnified Party's legal counsel) if a court of competent jurisdiction in a final judgment that has become non-appealable has determined that such Indemnified Party has been grossly negligent, or has committed a fraudulent act or an act of wilful misconduct in the course of the performance of professional services rendered to the Companies by the Indemnified Party and such fees, expenses or costs were directly caused by such gross negligence, wilful misconduct or fraud.

Promptly after receiving notice of an action, suit, proceeding or claim against an Indemnified Party or receipt of notice of the commencement of any investigation which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Companies, the Indemnified Party will notify the Companies in writing of the commencement and particulars thereof, will provide copies of all relevant documentation to the Companies and, unless one or both of the Companies assumes the defence thereof (as contemplated below), will keep the Companies advised of the progress thereof and will discuss all significant actions proposed. However, the omission to so notify the Companies shall not relieve the Companies of any liability which the Companies may have to the Indemnified Party except only to the extent that any such delay in giving or failure to give notice as herein required materially prejudices the defense of such action, suit, proceeding or claim or results in any material increase in the liability which the Companies would otherwise have under this indemnity had the Indemnified Party not so delayed in giving or failed to give the notice required hereunder and such exclusion from the Companies' obligation to indemnify hereunder shall only apply to such increase. The Companies shall, on behalf of itself and the Indemnified Party, be entitled (but not required), at their own expense, to participate in and, to the extent they may wish to do so, assume the defence thereof, provided such defence is conducted by experienced and competent counsel acceptable to the Indemnified Party, acting reasonably. Upon the Companies notifying the Indemnified Party in writing of their election to assume the defence and retaining counsel, the Companies shall not be liable to such Indemnified Party for any legal expenses subsequently incurred by them in connection with such defence. If such defence is assumed by the Companies, the Companies throughout the course thereof will provide copies of all relevant documentation to the Indemnified Party, will keep the Indemnified Party advised of the progress thereof and will discuss with the Indemnified Party all significant actions proposed.

Notwithstanding the foregoing paragraph, any Indemnified Party shall have the right, at the Companies' expense, to employ counsel of such Indemnified Party's choice (provided that such counsel is acceptable to the Companies, acting reasonably), in respect of the defence of any action, suit, proceeding, claim or investigation if: (i) the employment of such counsel has been authorized by the Companies; or (ii) the Companies have not assumed the defence and employed counsel therefor within a reasonable time after receiving notice of such action, suit, proceeding, claim or investigation; or (iii) counsel retained by the Companies has advised the Indemnified Party that there is an actual or potential conflict in the respective interests of the Indemnified Party and the Companies or additional defences are available to the Indemnified Parties such that representation by the same counsel would be inappropriate (in either of which events the Companies shall not have the right to assume or direct the defence on the Indemnified Party's behalf); provided, however, that the Companies shall not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties, except to the extent that local counsel, in addition to its regular counsel, is required in order to effectively defend against such action or proceeding.

No admission of liability and no settlement of any action, suit, proceeding, claim or investigation shall be made without the written consent of the Indemnified Parties (such consent not to be unreasonably withheld) unless such settlement includes an unconditional release of such Indemnified Party from any liabilities arising of such action, suit, proceeding, claim or investigation without any admission of negligence, misconduct, liability or responsibility by or on behalf of such Indemnified Party. No admission of liability shall be made and the Companies shall not be liable for any settlement of any action, suit, proceeding, claim or investigation made without its consent.

The indemnity and contribution obligations of the Companies shall be in addition to any liability which the Companies may otherwise have, shall extend upon the same terms and conditions to those Indemnified Parties who are not signatories to this Agreement and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Companies and the Indemnified Parties.

The foregoing provisions shall survive the completion of professional services rendered under this Agreement or any termination of the authorization given by this Agreement and continue in full force and effect, indefinitely.

17. Contribution. In order to provide for a just and equitable contribution in circumstances in which the indemnity provided in Section 16 would otherwise be available in accordance with its terms but is, for any reason, held to be unavailable to or unenforceable by the Agent or enforceable otherwise than in accordance with its terms, the Agent on the one hand and the Corporation on the other hand shall contribute to the aggregate of all claims, expenses, costs and liabilities (including any legal expenses reasonably incurred by the Indemnified Party in connection with any claim which is the subject of this Section 17) and all losses (other than loss of profits) of a nature contemplated in Section 16 in such proportions as are appropriate to reflect not only the relative benefits received by the Corporation on the one hand and the Agent on the other hand, but also the relative fault of the Corporation and the Agent, as well as any relevant equitable consideration. The Agent shall not in any event be liable to contribute, in the aggregate, any amounts in excess of such aggregate fees or any portion of such fees actually received by the Agent pursuant to this Agreement. However, no party who has engaged in any fraud, fraudulent misrepresentation, wilful misconduct or gross negligence shall be entitled to claim contribution from any Person who has not engaged in such fraud, fraudulent misrepresentation, wilful misconduct or gross negligence.

18. Right of Contribution in Addition to Other Rights. The rights to contribution provided in Section 17 shall be in addition to and not in derogation of any other right to contribution which the Agent may have by statute or otherwise at law.

19. Calculation of Contribution. In the event that the Corporation may be held to be entitled to contribution from the Agent under the provisions of any statute or at law, and provided that the Agent have not engaged in any fraud, fraudulent misrepresentation, wilful misconduct or gross negligence the Corporation shall be limited to contribution in an amount not exceeding the lesser of:

(a) the portion of the full amount of the loss or liability giving rise to such contribution for which the Agent is responsible, as determined in Section 17 above; and
(b) the amount of the aggregate fee actually received by the Agent from the Corporation under this Agreement.

20. Notice. If the Agent has reason to believe that a claim for contribution may arise, it shall give the Corporation notice of such claim in writing, as soon as reasonably possible, but failure to notify the Corporation shall not relieve the Corporation of any obligation which it may have to the Agent under Section 17, unless the Corporation is materially prejudiced by such failure to notify.

21. Advertisements. The Corporation acknowledges that the Agent shall have the right, at its own expense, subject to the prior written consent of the Corporation, such consent not to be unreasonably withheld or delayed, to place such advertisement or advertisements relating to the sale of the Subscription Receipts contemplated herein as the Agent may consider desirable or appropriate and as may be permitted by applicable law, including applicable securities laws. The Corporation and the Agent each agree that they will not make or publish any advertisement in any media whatsoever relating to, or otherwise publicize, the transaction provided for herein so as to result in any exemption from the prospectus and registration or other similar requirements of applicable securities legislation in the United States or any of the provinces of Canada or any other jurisdiction in which the Subscription Receipts shall be offered or sold not being available.

22. Agent Compensation. In consideration of the services to be rendered by the Agent in connection with the Offering, the Corporation shall pay to the Agent a cash commission equal to (i) 4.0% of the aggregate gross proceeds of the Offering from Purchasers on the President's List; and (ii) 8.0% of the aggregate gross proceeds of the Offering in respect of all other Purchasers, including the Over-Allotment Option, if exercised (the "Cash Compensation"). The obligation of the Corporation to pay the Cash Compensation shall arise at Closing and the Cash Compensation shall be fully earned by the Agent at the Closing Time; provided, however, 50% of the Cash Compensation shall be paid to the Agent on Closing and the remaining 50% shall be deposited in escrow with the Subscription Receipt Agent to form part of the Escrowed Proceeds, and shall be paid to the Agent upon satisfaction of the Escrow Release Conditions. Payment of the Cash Compensation may be made by way of deduction from the aggregate gross proceeds of the Offering on the Closing Date.

As additional consideration for the services of the Agent, on Closing, the Corporation shall grant to the Agent that number of non-transferable broker warrants equal to (i) 4.0% of the number of Subscription Receipts sold to Purchasers on the President's List of Subscription Receipts; and (ii) 8.0% of the number of Subscription Receipts sold pursuant to the Offering to all other Purchasers (the "Compensation Options"). Each Compensation Option will entitle the holder thereof to acquire one Resolute Unit, consisting of one Resolute Share (a "Compensation Option Share") and one-half of one Warrant (each whole Warrant, a "Compensation Option Warrant"), at an exercise price equal to $0.25 for a period of 24 months following the date the Escrow Release Conditions are satisfied. Each Compensation Option Warrant shall entitle the holder thereof to purchase one Resolute Share (each, a "Compensation Option Warrant Share") at an exercise price equal to $0.50 for a period of 60 months following the date the Escrow Release Conditions are satisfied, subject to adjustment in certain events as set out in the Warrant Indenture.

Pursuant to the Business Combination, the Compensation Options shall be exchanged for an equal number of compensation options of the Resulting Issuer (the "Resulting Issuer Compensation Options"). Each Resulting Issuer Compensation Option will entitle the holder thereof to acquire one Resulting Issuer Compensation Option Unit, consisting of one Resulting Issuer Share (a "Resulting Issuer Compensation Option Share") and one-half of one Resulting Issuer Warrant (each whole Resulting Issuer Warrant, a "Resulting Issuer Compensation Option Warrant"), at an exercise price equal to $0.25 for a period of 24 months following the date the Escrow Release Conditions are satisfied. Each Resulting Issuer Compensation Option Warrant shall entitle the holder thereof to purchase one Resulting Issuer Warrant Share (a "Resulting Issuer Compensation Option Warrant Share") at a price of $0.50 for a period of 60 months following the date the Escrow Release Conditions are satisfied, subject to adjustment in certain events as set out in the Warrant Indenture. In the event a holder would be entitled to receive a fractional Resulting Issuer Compensation Option, no such fractional Resulting Issuer Compensation Option will be issued and the number of Resulting Issuer Compensation Options to be received by such holder will be rounded down to the next lowest whole number of Resulting Issuer Compensation Option. At the Closing Time: (i) the Corporation shall execute and deliver to the Agent certificates evidencing the Compensation Options (the "Compensation Option Certificates"); and (ii) deliver to the Agent the final form of certificate which will represent the Resulting Issuer Compensation Options, each in a form to be agreed upon by the Agent and the Corporation, each acting reasonably.

23. Right of First Refusal. The Corporation hereby grants the Agent the right, but not the obligation, to act as the lead underwriter, lead agent or exclusive agent, and sole bookrunner, in respect of any further offering of equity or equity-linked debt securities of the Corporation or the Resulting Issuer to be issued and sold in Canada or the United States by private placement or public offering, the provision of a formal valuation or fairness opinion or to provide professional, sponsorship or advisory services performed (or normally performed) by a broker or investment dealer, whether in respect of any acquisition, divestiture or merger, amalgamation, arrangement, other business combination proposal or otherwise (each a "Subsequent Mandate") until the date that is twelve (12) months following completion of the Business Combination (the "ROFR Period"). In connection therewith, the Corporation or the Resulting Issuer, as applicable, shall consult with the Agent from time to time as to its corporate finance requirements and shall provide the Agent with reasonable advance written notice of its intention to pursue any such Subsequent Mandate prior to soliciting interest from other investment dealers or market intermediaries to enable the Agent to assess the terms and conditions of such proposed Subsequent Mandate. The Agent shall have seven (7) Business Days from the date the Corporation provides written notice of its intention to pursue such Subsequent Mandate to exercise its first right of refusal to participate in the Subsequent Mandate. If the Agent elects not to exercise such right, it shall relinquish its rights with respect to that particular Subsequent Mandate only and shall continue to have a right of first refusal in relation to any other Subsequent Mandate during the ROFR Period. Should the Corporation or the Resulting Issuer receive a specific offer in connection with a Subsequent Mandate from another broker/dealer before the end of the ROFR Period, the Corporation or the Resulting Issuer shall immediately advise the Agent of the terms and conditions of the Subsequent Mandate and the Agent shall have seven (7) Business Days to exercise its first right of refusal to participate on the same terms and conditions as contemplated in the Subsequent Mandate.

24. Alterative Transaction. In the event the Offering is not completed as a result of the Corporation announcing or completing an Alternative Transaction prior to the date that is 180 days following the date of this Agreement, the Corporation agrees to pay and issue to the Agent, at or prior to completion of any such Alternative Transaction, in addition to any expenses required to be reimbursed (per Section 14 hereof), the full amount of compensation which would have been payable and issuable under Section 22 had the Offering been completed. For greater certainty, where the Agent terminates the Offering in accordance with this Agreement, the Corporation shall not be obligated to pay any Cash Compensation or issue any Compensation Options to the Agent, but the Corporation shall remain liable for any and all expenses pursuant to Section 14 hereof.

25. Notices. Unless otherwise expressly provided in this Agreement, any notice or other communication to be given under this Agreement (a "notice") shall be in writing and will be given by delivery or by electronic transmission, addressed as follows:

(a) If to the Corporation, to:

Resolute Resources Ltd. 1900, 520 - 3rd Avenue SW Calgary, Alberta T2P 0R3

Attention: Bradley Parkes Email: [email protected]

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

Borden Ladner Gervais LLP Centennial Place, East Tower 520 3rd Avenue SW Suite 1900 Calgary, AB T2P 0R3

Attention: Lloyd McLellan Email: [email protected]

(b) If to the Agent, to:

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

Attention: Kevin Shaw Email: [email protected]

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

McCarthy Tétrault LLP Suite 4000, 421 – 7th Avenue SW Calgary, Alberta T2P 4K9

Attention: Gord Cameron Email: [email protected]

or to such other address as any of the parties may designate by notice given to the others.

Each notice shall be personally delivered to the addressee or sent by email transmission to the addressee and (i) a notice which is personally delivered shall, if delivered on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered; and (ii) a notice which is sent by email transmission shall be deemed to be given and received on the day on which it is confirmed to have been sent.

26. Time of the Essence. Time shall, in all respects, be of the essence hereof.

27. Canadian Dollars. All references herein to dollar amounts are to lawful money of Canada.

28. Headings. The headings contained herein are for convenience only and shall not affect the meaning or interpretation hereof.

29. Singular and Plural, etc. Where the context so requires, words importing the singular number include the plural and vice versa, and words importing gender shall include the masculine, feminine and neuter genders.

30. Entire Agreement. This Agreement constitutes the only agreement among the parties with respect to the subject matter hereof and shall supersede any and all prior negotiations and understandings, including, without limitation, the Engagement Letter. This Agreement may be amended or modified in any respect by written instrument only.

31. Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

32. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein. The Corporation and Agent irrevocably attorn to the jurisdiction of the courts of the Province of Alberta with respect to any matters arising out of this Agreement.

33. Successors and Assigns. The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Corporation, the Agent and the Purchasers and their respective successors and permitted assigns; provided that, this Agreement shall not be assignable by any party without the prior written consent of the others.

34. Further Assurances. Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.

35. Absence of Fiduciary Relationship. The Corporation acknowledges and agrees that: (a) the Agent has not assumed nor will assume a fiduciary responsibility in favour of the Corporation with respect to the Offering contemplated hereby or the process leading thereto and the Agent does not have any obligation to the Corporation with respect to the Offering contemplated hereby except the obligations expressly set forth in this Agreement; (b) the Agent and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Corporation; and (c) the Agent has not provided any legal, accounting, regulatory or tax advice with respect to the Offering contemplated hereby and the Corporation has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

36. Effective Date. This Agreement is intended to and shall take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery.

37. Language. The parties hereby acknowledge that they have expressly required this Agreement and all notices, statements of account and other documents required or permitted to be given or entered into pursuant hereto to be drawn up in the English language only. Les parties reconnaissent avoir expressément demandé que la présente convention ainsi que tout avis, tout état de compte et tout autre document à être ou pouvant être donné ou conclu en vertu des dispositions des présentes, soient rédigés en langue anglaise seulement.

38. Counterparts and Electronic Transmission. This Agreement may be executed in any number of counterparts and by electronic transmission, each of which so executed shall constitute an original and all of which taken together shall form one and the same agreement.

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If the Corporation is in agreement with the foregoing terms and conditions, please so indicate by executing a copy of this Agreement where indicated below and delivering the same to the Agent.

Yours very truly,

RESEARCH CAPITAL CORPORATION

Per: Signed "Kevin Shaw"

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

The foregoing is hereby accepted on the terms and conditions herein set forth.

DATED as of this 6th day of June, 2023.

RESOLUTE RESOURCES LTD.

By: Signed "Bradley Parkes" Name: Bradley Parkes Title: Chief Executive Officer

SCHEDULE"A" LOCK-UP UNDERTAKING

June ___, 2023

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

Resolute Resources Ltd. 1900, 520 - 3rd Avenue SW Calgary, Alberta T2P 0R3

Re: Resolute Resources Ltd. – Lock-up Undertaking

Dear Sirs/Mesdames:

The undersigned understands that Research Capital Corporation (the "Agent") proposes to enter into an agency agreement (the "Agency Agreement") with Resolute Resources Ltd. (the "Corporation"), pursuant to which the Corporation will appoint the Agent and the Agent will agree to act as agent, on a commercially reasonable efforts agency basis, in respect of the private placement of subscription receipts ("Subscription Receipts") of the Corporation at a purchase price of $0.25 per subscription receipt (the "Issue Price") for aggregate gross proceeds of up to a maximum $5,000,000 (the "Offering"). The Subscription Receipts shall be convertible into one unit ("Unit") upon satisfaction of certain conditions, which shall be comprised of one class A share of the Corporation (the "Resolute Shares") and one-half share purchase warrant (the "Warrants") of the Corporation with each whole Warrant exercisable to acquire one Resolute Share at a price of $0.50 for a period of 60 months from the date of the issuance. The Offering is being conducted in conjunction with a proposed a three cornered amalgamation among the Corporation, and Crossover Acquisitions Inc. ("Crossover") and a wholly-owned subsidiary of Crossover (the "Business Combination"), following which Crossover will be the resulting issuer (the "Resulting Issuer") and will carry on the business of the Corporation.

The undersigned acknowledges that the Agent will be relying on this lock-up undertaking (the "Lock-Up Undertaking") and represents and warrants to the Agent that as of the date hereof, the undersigned (or any of his, her or its affiliates (as such term is defined in the Securities Act (Alberta)) is the registered and direct beneficial owner of, or following the Business Combination, will be the registered and direct beneficial owner of, and/or has control or direction or will have control or direction over the securities listed in the columns in Exhibit "A" attached hereto. All references to the "Securities" underlying this Lock-Up Undertaking shall include the Resolute Shares, any convertible securities of the Corporation and any and all common shares and convertible securities of the Resulting Issuer issuable in connection with the Business Combination which the undersigned will be the registered and direct beneficial owner of and/or has control or will have control or direction of following any exercise, conversion or exchange thereof.

The lock-up period for the Securities will begin on the date the common shares of the Resulting Issuer are listed on the TSX Venture Exchange (the "Listing Date") and will last for 180 days from the Listing Date (the "Lock-Up Period").

In consideration of the benefit that the Business Combination will confer upon the undersigned, and for other good and valuable consideration thereof, the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that during the Lock-Up Period, the undersigned will not, whether for its own account or for the account of another, directly or indirectly, offer, sell, contract to sell, grant or sell any option to purchase, purchase any option or contract to sell, hypothecate, pledge, transfer, assign, lend, swap, or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of or deal with (or agree to or publicly announce any intention to do any of the foregoing) whether through the facilities of a stock exchange, by private placement or otherwise, any Securities unless: (i) they first obtain the prior written consent of the Agent, such consent not to be unreasonably withheld or delayed; or (ii) there occurs a take-over bid or similar transaction involving a change of control of the Corporation or the Resulting Issuer, as the case may be (provided, that all Securities owned by the undersigned that are not so transferred, sold or tendered remain subject to this letter agreement; and provided, further, that it shall be a condition of transfer that if such take-over bid or other transaction is not completed, any Securities owned by the undersigned subject to this letter agreement shall remain subject to the restrictions herein).

Nothing in this Lock-Up Undertaking shall prohibit or otherwise restrict, and no such consent shall be required in respect of, the transfer, sale or tender of any or all of the Securities owned by the undersigned during the Lock-Up Period pursuant to: (i) the exercise of stock options ("Options") or other equity securities pursuant to the equity incentive plan of the Corporation or the Resulting Issuer as may be approved, but shall exclude the resale of any securities underlying such Options or other equity securities; (ii) the exercise of warrants or other convertible securities of the Corporation or the Resulting Issuer, but shall exclude the resale of any securities underlying such warrants or other equity securities; or (iii) transfers to affiliated entities of the undersigned, any family members of the undersigned, or any company, trust or other entity owned by or maintained for the benefit of the undersigned for tax or other bona fide tax or estate planning purposes; provided that any Securities received by the undersigned pursuant to (i) and (ii) above shall also be subject to the terms of this Lock-Up Undertaking and that in respect of any transfer in accordance with (iii), such transferee shall first execute a lock-up undertaking substantially in the form hereof covering the Securities so transferred, sold or tendered for the remainder of the Lock-Up Period. For greater certainty, nothing in this letter agreement shall prevent the receipt of a grant of Options and other similar issuances pursuant to the share incentive plan of the Corporation and other share compensation arrangements, provided that the exercise price thereof shall not be less than the Issue Price.

The undersigned further understands that this Lock-Up Undertaking is irrevocable and shall be binding upon the undersigned's legal representatives, successors and permitted assigns, and shall enure to the benefit of the Agent and their successors and permitted assigns, provided however that the undersigned shall not assign this letter agreement without the prior written consent of the Agent.

The undersigned hereby represents and warrants that he, she or it has the full power and authority to enter into this Lock-Up Undertaking, and that he, she or it will do all such acts and take all such steps as reasonably required in order to fully perform and carry out the provisions of this Lock-Up Undertaking. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, as applicable.

This Lock-Up Undertaking shall be governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein.

This Lock-Up Undertaking constitutes the entire agreement and understanding between and among the parties with respect to the restrictions imposed in this Lock-Up Undertaking and supersedes any prior agreement, representation or undertaking with respect to such subject matter.

This Lock-Up Undertaking may be executed by facsimile signatures or by e-mail transmission of a portable document format (PDF) file or similar means of recorded electronic transmission, each of which shall be effective as original signatures.

[Signature page follows]

Yours truly,

Per:

Individual Name:

Address:

[OR FOR CORPORATE SIGNATORY:]

Corporate Name

Per:

Name: Title:

Address:

EXHIBIT"A"

RESOLUTE RESOURCES LTD. SECURITIES

Securityholder	Class of Securities	Number of Securities

SCHEDULE"B" COMPLIANCE WITH U.S. SECURITIES LAWS

This is Schedule "B" to the agency agreement (the "Agency Agreement") dated June 6, 2023, between Research Capital Corporation (the "Agent") and Resolute Resources Ltd. (the "Corporation").

Capitalized terms used herein and not defined herein shall have the meaning ascribed thereto in the Agency Agreement to which this schedule is annexed and the following terms shall have the meanings indicated:

"affiliate" means an "affiliate" within the meaning of Rule 405 under the U.S. Securities Act;

"Directed Selling Efforts" means "directed selling efforts" as that term is defined in Rule 902(c) of Regulation S;

"Disqualification Event" means any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) of Regulation D;

"FINRA" means the Financial Industry Regulatory Authority, Inc.;

"Foreign Issuer" means a "foreign issuer" as that term is defined in Rule 902(e) of Regulation S;

"General Solicitation" and "General Advertising" means "general solicitation" and "general advertising", respectively, as used in Rule 502(c) of Regulation D, including, advertisements, articles, notices or other communications published on the Internet or in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising or any public offering within the meaning of Regulation D;

"Offered Securities" means, collectively, the Subscription Receipts, the Resolute Units, the Resolute Shares, the Warrants, the Warrant Shares, the Resulting Issuer Shares (including the Resulting Issuer Warrant Shares) and the Resulting Issuer Warrants;

"Offshore Transaction" means "offshore transaction" as that term is defined in Rule 902 of Regulation S.

"Qualified Institutional Buyer" means a "qualified institutional buyer" as that term is defined in Rule 144A under the U.S. Securities Act that is also an "accredited investor" that satisfies one or more of the criteria set forth in Rule 501(a) of Regulation D;

"Substantial U.S. Market Interest" means "substantial U.S. market interest" as that term is defined in Rule 902(j) of Regulation S;

"U.S. Affiliate" means United States registered broker-dealer affiliate of the Agent; and

"U.S. Purchaser" means a purchaser of the Subscription Receipts that (i) is in the United States or a U.S. Person, (ii) is purchasing for the account or benefit of a person in the United States or a U.S. Person, or (iii) was offered the Subscription Receipts in the United States.

A. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE AGENT

The Agent represents and warrants and covenants to the Corporation and the Resulting Issuer, and will cause its U.S. Affiliate to comply with such representations, warranties and covenants, that:

1. it acknowledges, on behalf of itself and the U.S. Affiliate, that the Offered Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws, and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. The Subscription Receipts may be offered and sold in the United States or to, or for the account or benefit of, a U.S. Person only pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and similar exemptions under applicable securities laws of any state of the United States, and the Subscription Receipts may be offered and sold outside the United States only in accordance with Rule 903 of Regulation S. Accordingly, neither the Agent, nor the U.S. Affiliate, nor any persons acting on its or their behalf: (i) have engaged or will engage in any Directed Selling Efforts, General Solicitation or General Advertising; or (ii) except as permitted by this Schedule "B", have made or will make (x) any offers to sell the Offered Securities to U.S. Purchasers or (y) any sale of Subscription Receipts unless at the time the purchaser made its buy order therefor, the Agent, the U.S. Affiliate or other person acting on any of their behalf reasonably believed that such U.S. Purchaser was outside the United States and was not a U.S. Person;
1. it has not entered and will not enter into any contractual arrangement with respect to the distribution of the Subscription Receipts, except with its affiliates or otherwise with the prior written consent of the Corporation. The Agent shall cause its U.S. Affiliate to agree, for the benefit of the Corporation, to comply with, and shall ensure that the U.S. Affiliate complies with, the same provisions of this Schedule "B" as apply to the Agent;
1. all offers and sales of Subscription Receipts in the United States or to, or for the account or benefit of, a U.S. Person made by the Agent have been and shall be made solely through the U.S. Affiliate, which is, and on the dates of such offers and sales was and will be, duly registered as a broker or dealer under Section 15(b) of the U.S. Exchange Act and under the securities laws of all states in which such offer or sale was made (unless exempt from such states' broker-dealer registration requirements) and a member of, and in good standing with, FINRA, in accordance with all applicable United States federal and state securities laws and regulations, including those governing the registration and conduct of brokers and dealers;
1. that each offeree in the United States and each offeree that is a U.S. Purchaser has been or will be provided with a copy of the same information regarding the Corporation and the Offering as has been or will be provided by the Agent to offerees and Purchasers of Subscription Receipts in Canada;
1. any offer, sale or solicitation of an offer to buy the Offered Securities that has been made or will be made (i) to U.S. Purchasers, was or will be made only to Qualified Institutional Buyers in transactions that are exempt from the registration requirements pursuant to Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and similar exemptions under all applicable securities laws of any state of the United States, and (ii) to persons outside the United States (other than U.S. Persons) will be made in transactions that are exempt from registration pursuant to Rule 903 of Regulation S;
1. neither the Agent nor its affiliates, either directly or through a person acting on its or their behalf, have engaged in or will engage in any conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act in connection with the offer and sale of the Offered Securities in the United States or to, or for the account or benefit of, a U.S. Person;
1. immediately prior to offering the Offered Securities to a person in the United States or to, or for the account or benefit of, a U.S. Person the Agent or the U.S. Affiliate had or will have reasonable grounds to believe and did or will believe that such offeree is or was a Qualified Institutional Buyer, and at the Closing Time, the Agent and the U.S. Affiliate shall have reasonable grounds to believe and shall believe that each U.S. Purchaser purchasing the Subscription Receipts is a Qualified Institutional Buyer;
1. prior to the completion of any sale of the Subscription Receipts to a U.S. Purchaser, each such U.S. Purchaser will be required by the Agent, acting through the U.S. Affiliate, to execute and deliver a Subscription Agreement in the appropriate form;
1. prior to making any offer to an offeree in the United States or for the account or benefit of a U.S. Person, the Agent or the U.S. Affiliate had and shall have a pre-existing substantive relationship with each such offeree;
1. prior to the Closing Date, the Agent will cause the U.S. Affiliate to provide the Corporation and the transfer agent for the Subscription Receipts with a list of all U.S. Purchasers of Subscription Receipts (with state or territory of residence) and copies of all completed and executed Subscription Agreements obtained from such U.S. Purchasers;
1. at the Closing Time, the Agent, together with the U.S. Affiliate, will provide a certificate, substantially in the form of Exhibit Ito this Schedule "B", relating to the manner of the offer and sale of the Subscription Receipts in the United States or to, or for the account or benefit of, a U.S. Person or will be deemed to have represented that they did not offer or sell Subscription Receipts to U.S. Purchasers;
1. it will inform, and cause its U.S. Affiliate to inform, each U.S. Purchaser that: (i) the Offered Securities have not been and will not be registered under the U.S. Securities Act or under state securities laws; (ii) the Subscription Receipts are being sold to it without registration under the U.S. Securities Act in reliance on Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and similar exemptions under applicable securities laws of any state of the United States; (iii) the Subscription Receipts, the Resolute Shares, the Warrants and the Warrant Shares are or will be, when issued, "restricted securities" within the meaning of Rule 144 of the U.S. Securities Act and can only be offered, sold, pledged or otherwise transferred, directly or indirectly, to the Corporation or outside the United States to non-U.S. Persons in accordance with an applicable exemption under the U.S. Securities Act and in compliance with local laws and regulations, or only if such securities are registered under the U.S. Securities Act and any applicable state securities laws; and (iv) the Resulting Issuer Shares, the Resulting Issuer Warrants and the Resulting Issuer Warrant Shares are or will be, when issued, "restricted securities" within the meaning of Rule 144 of the U.S. Securities Act and may not be offered or sold in the United States or to, or for the account or benefit of a U.S. Person unless offered, sold, pledged or otherwise transferred, directly or indirectly, to the Resulting Issuer or outside the United States in accordance with Rule 904 of Regulation S and in compliance with local laws and regulations, or such securities are registered under the U.S. Securities Act and any applicable state securities laws, or an exemption from such registration is available or such registration is otherwise not required;
1. it represents that none of (i) the Agent or the U.S. Affiliate, (ii) the Agent or the U.S. Affiliate's general partners or managing members, (iii) any of the Agent's or the U.S. Affiliate's directors, executive officers or other officers participating in the offering of the Offered Securities, (iv) any of the Agent's or the U.S. Affiliate's general partners' or managing members' directors, executive officers or other officers participating in the offering of the Offered Securities or (v) any other

person associated with any of the above persons that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of Subscription Receipts, the Resulting Issuer Shares and the Resulting Issuer Warrants (each, a "Dealer Covered Person" and, collectively, the "Dealer Covered Persons"), is subject to any Disqualification Event except for a Disqualification Event (a) covered by Rule 506(d)(2) of Regulation D and (b) a description of which has been furnished in writing to the Corporation prior to the date hereof.

1. it is not aware of any person (other than any Dealer Covered Person, the other Agents and their Dealer Covered Persons) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Subscription Receipts or Resulting Issuer Shares and Resulting Issuer Warrants. It will notify the Corporation, prior to the Closing Date, of any agreement entered into between it and such person in connection with such sale;
1. it will notify the Corporation in writing, prior to the Closing Date, of (a) any Disqualification Event relating to any Dealer Covered Person not previously disclosed to the Corporation hereunder, and (b) any event that would, with the passage of time, become a Disqualification Event relating to any Dealer Covered Person;
1. none of it, its U.S. Affiliate or any person acting on its or their behalf will: (i) take an action that would cause the exemption provided by Section 3(a)(9) of the U.S. Securities Act to be unavailable for the exchange of Subscription Receipts for Resolute Shares and Warrants; and (ii) receive any commission or remuneration, directly or indirectly, for soliciting the exchange of Subscription Receipts for Resolute Shares and Warrants; and
1. it is acquiring the Compensation Options and the securities underlying the Compensation Options as principal for its own account and not for the benefit of any other person. Furthermore, in connection with the issuance of the Compensation Options, it is (i) not a U.S. Person and it is not acquiring the Compensation Options in the United States, or on behalf of a U.S. Person or a person located in the United States, and (ii) the Agency Agreement was executed and delivered outside the United States. It agrees that it will not engage in any Directed Selling Efforts with respect to any Compensation Options or any of the securities underlying the Compensation Options.

B. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE CORPORATION

The Corporation represents, warrants, covenants and agrees to and with the Agents that as of the date hereof, and the Closing Date:

(a) as of the date hereof is, and, as of the Closing Date, will be, a Foreign Issuer and, as of the date hereof, the Corporation reasonably believed that at the commencement of the Offering there was, and reasonably believes that there is and will be on the Closing Date, no Substantial U.S. Market Interest in the Subscription Receipts, the Resolute Shares or the Warrants; (b) the Corporation is not, and following the application of the proceeds of the sale of the Subscription Receipts contemplated hereby will not be, registered or required to be registered as an "investment company" under the United States Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder; (c) none of the Corporation, its affiliates or any person acting on their respective behalf (other than the Agent, its affiliates and any person acting on its behalf, as to which the Corporation makes no representation, warranty, covenant or agreement) has engaged or will engage in any form of Directed Selling Efforts, General Solicitation or General Advertising; (d) in connection with offers and sales of the Subscription Receipts outside the United States to persons other than U.S. Persons, the Corporation, its affiliates and any person acting on its or their behalf (other than the Agent, its affiliates and any person acting on its behalf, as to which the Corporation makes no representation, warranty, covenant or agreement) have complied and will comply with the requirements for an Offshore Transaction; and (e) except with respect to sales of Subscription Receipts made directly by the Corporation to Qualified Institutional Buyers in accordance with Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and similar exemptions under applicable securities laws of any state of the United States, none of the Corporation, any of its affiliates, or any person acting on its or their behalf (other than the Agent, its affiliates and any person acting on its behalf, as to which the Corporation makes no representation, warranty, covenant or agreement) has made or will make any offer to sell, any solicitation of an offer to buy, or any sale of Offered Securities to a person in the United States or to, or for the account or benefit of, a U.S. Person;

1. none of the Corporation, its affiliates or any person acting on its or their behalf (other than the Agent, its affiliates and any person acting on its behalf, as to which the Corporation makes no representation, warranty, covenant or agreement) has engaged or will engage in any Directed Selling Efforts with respect to any of the Offered Securities, or has taken or will take any action that would cause the exemption from the registration requirements of the U.S. Securities Act afforded by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act, or the exclusion from such registration requirements afforded by Rule 903 of Regulation S, to be unavailable for offers and sales of the Subscription Receipts and the issuance of the Resulting Issuer Shares and Resulting Issuer Warrants pursuant to the Agency Agreement to which this Schedule "B" is attached;
1. the Corporation has not and will not, during the period beginning 30 days prior to the commencement of the Offering of the Subscription Receipts and during the 30 days period commencing on the Closing Date, offered or sold, or solicited any offer to buy, any securities of the Corporation in a manner that would (i) be integrated with the offer and sale of the Subscription Receipts and (ii) reasonably be expected to cause the exemption from the registration requirements of the U.S. Securities Act afforded by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act, or the exclusion from such registration requirements afforded by Rule 903 of Regulation S, to become unavailable with respect to the offer and sale of the Subscription Receipts pursuant to the Agency Agreement to which this Schedule "B" is attached;
1. the Corporation will (and will cause the Resulting Issuer to), within prescribed time periods. prepare and file any forms or notices required under the U.S. Securities Act or applicable state securities laws in connection with the offer and sale of the Subscription Receipts (and the issuance of the Resulting Issuer Shares and Resulting Issuer Warrants), including the filing of a notice on Form D with the SEC, if applicable;
1. none of the Corporation or any of its predecessors has had the registration of a class of securities under the U.S. Exchange Act revoked by the SEC pursuant to Section 12(j) of the U.S. Exchange Act and any rules or regulations promulgated thereunder;
1. it has not taken any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Offered Securities;
1. with respect to any Subscription Receipts to be offered and sold pursuant to Rule 506(b) of Regulation D, none of the Corporation, any of its predecessors, any "affiliated" (as such term is defined in Rule 501(b) of Regulation D) issuer, any director, executive officer or other officer of the Corporation participating in the Offering, any beneficial owner of 20% or more of the Corporation's outstanding voting equity securities, calculated on the basis of voting power, or any promoter (as that

term is defined in Rule 405 under the U.S. Securities Act) connected with the Corporation in any capacity at the time of sale of the Subscription Receipts (other than any Dealer Covered Person, as to whom no representation, warranty, acknowledgement, covenant or agreement is made) is subject to a Disqualification Event;

1. the Corporation is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Subscription Receipts; and
1. none of the Corporation, its affiliates or any person acting on its or their behalf (other than the Agent, its affiliates and any person acting on its behalf, as to which no representation, warranty. covenant or agreement is made) will (i) take an action that would cause the exemption provided by Section 3(a)(9) of the U.S. Securities Act to be unavailable for the exchange of Subscription Receipts for Resolute Shares and Warrants, and (ii) pay or give any commission or other remuneration, directly or indirectly, for soliciting the exchange of Subscription Receipts for Resolute Shares and Warrants.

EXHIBIT I to SCHEDULE "B" AGENT'S CERTIFICATE

In connection with the offer and sale of subscription receipts (the "Subscription Receipts") of Resolute Resources Ltd. (the "Corporation") to one or more U.S. investors, pursuant to the agency agreement dated June 6, 2023 between Research Capital Corporation (the "Agent") and the Corporation (the "Agency Agreement"), the undersigned (the "U.S. Affiliate"), does hereby certify that:

1. the U.S. Affiliate is on the date hereof, and was at the time of each offer and sale of Subscription Receipts made by it, a duly registered broker or dealer under Section 15(b) of the U.S. Exchange Act and under the laws of all applicable states of the United States (unless exempt from such states' broker-dealer registration requirements) and was at such times and is on the date hereof a member of, and in good standing with, FINRA, and all offers and sales (other than sales of Subscription Receipts directly by the Corporation) of the Subscription Receipts in the United States or for the account or benefit of a U.S. Person have been effected by the U.S. Affiliate in accordance with all applicable United States federal and state securities laws and regulations, including those governing the registration and conduct of brokers and dealers;
1. we provided each offeree and each U.S. Purchaser with the same information about the Corporation and the Offering as has been provided by us to offerees and Purchasers of Subscription Receipts in Canada;
1. immediately prior to our making any offer to an offeree in the United States or a U.S. Person or that are, or are acting for the account or benefit of an offeree in the United States or a U.S. Person, we had a pre-existing relationship with and reasonable grounds to believe and did believe that each such offeree was a Qualified Institutional Buyer, and we continue to believe on the date hereof that each U.S. Purchaser is a Qualified Institutional Buyer:
1. no form of Directed Selling Efforts, General Solicitation or General Advertising was used by us in connection with the offer or sale of the Subscription Receipts in the United States or for the account or benefit of a U.S. Person;
1. prior to any sale of Subscription Receipts to a U.S. Purchaser, we caused each such U.S. Purchaser to sign a Subscription Agreement in the appropriate form;
1. all U.S. Purchasers to whom we offered the Subscription Receipts we informed that the Subscription Receipts, the Resolute Shares, the Warrants, the Warrant Shares, the Resulting Issuer Shares, the Resulting Issuer Warrants and the Resulting Issuer Warrant Shares have not been and will not be registered under the U.S. Securities Act and are being offered and sold to such U.S. Purchasers without registration in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and similar exemptions under applicable securities laws of any state of the United States;
1. neither we, nor any of our affiliates, nor any person acting on our or their behalf (other than the Coroporation, its affiliates and any person acting on their behalf, as to which no certification is made) have taken or will take, directly or indirectly, any action in relation of Regulation M in connection with the offer and sale of the Subscription Receipts in the United States or for the account or benefit of a U.S. Person;
1. none of (i) the undersigned, (ii) the undersigned's general partners or managing members, (iii) any of the undersigned's directors, executive officers or other officers participating in the offering of the

Offered Securities, (iv) any of the undersigned's general partners' or managing members' directors, executive officers or other officers participating in the offering of the Offered Securities or (v) any other person associated with any of the above persons that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with sale of Offered Securities (each, a "Dealer Covered Person"), is subject to disqualification under Rule 506(d) of Regulation D, except for a Disqualification Event (i) contemplated by Rule 506(d)(2) of the U.S. Securities Act and a description of which has been furnished in writing to the Corporation prior to the date hereof;

1. we are not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Offered Securities; and
1. the offering of the Subscription Receipts in the United States or for the account or benefit of a U.S. Person by us has been conducted in accordance with the terms of the Agency Agreement. including Schedule "B" thereto.

Terms used in this certificate have the meanings given to them in the Agency Agreement, including Schedule "B" thereto, unless otherwise defined herein.

Dated: this day of , 2023.

RESEARCH CAPITAL CORPORATION [NAME OF U.S. AFFILIATE]

By: By:

[Name] [Name] [Title] [Title]

AI assistant

Resolute Resources Ltd. Capital/Financing Update 2023

48193_rns_2023-09-05_0e3d7eac-dd40-4157-8f09-4535ee9bc67a.pdf

AGENCY AGREEMENT

Attention: Bradley Parkes, Chief Executive Officer and Chairman

DEFINITIONS

TERMS AND CONDITIONS

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

RESEARCH CAPITAL CORPORATION

RESOLUTE RESOURCES LTD.

SCHEDULE"A" LOCK-UP UNDERTAKING

Re: Resolute Resources Ltd. – Lock-up Undertaking

[OR FOR CORPORATE SIGNATORY:]

EXHIBIT"A"

RESOLUTE RESOURCES LTD. SECURITIES

SCHEDULE"B" COMPLIANCE WITH U.S. SECURITIES LAWS

A. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE AGENT

B. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE CORPORATION

EXHIBIT I to SCHEDULE "B" AGENT'S CERTIFICATE

RESEARCH CAPITAL CORPORATION [NAME OF U.S. AFFILIATE]

AI assistant

Resolute Resources Ltd. — Capital/Financing Update 2023

48193_rns_2023-09-05_0e3d7eac-dd40-4157-8f09-4535ee9bc67a.pdf

AGENCY AGREEMENT

Attention: Bradley Parkes, Chief Executive Officer and Chairman

DEFINITIONS

TERMS AND CONDITIONS

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

RESEARCH CAPITAL CORPORATION

RESOLUTE RESOURCES LTD.

SCHEDULE"A" LOCK-UP UNDERTAKING

Re: Resolute Resources Ltd. – Lock-up Undertaking

[OR FOR CORPORATE SIGNATORY:]

EXHIBIT"A"

RESOLUTE RESOURCES LTD. SECURITIES

SCHEDULE"B" COMPLIANCE WITH U.S. SECURITIES LAWS

A. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE AGENT

B. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE CORPORATION

EXHIBIT I to SCHEDULE "B" AGENT'S CERTIFICATE

RESEARCH CAPITAL CORPORATION [NAME OF U.S. AFFILIATE]

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Resolute Resources Ltd. Capital/Financing Update 2023