Resolute Resources Ltd. — Interim / Quarterly Report 2023

May 30, 2023

INTERIM CONDENSED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2023 AND 2022 (Expressed in Canadian Dollars) UNAUDITED

Notice of disclosure of non-auditor review of condensed interim financial statements pursuant to National Instrument 51-102, Part 4, subsection 4.3(3)(a) issued by the Canadian Securities Administrators.

The accompanying interim condensed financial statements of the Company for the three month period ended March 31, 2023 have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting using accounting policies consistent with International Financial Reporting Standards and are the responsibility of the Company's management.

The Company's auditors have not performed an audit or a review of these interim condensed financial statements

(Incorporated under the Laws of the Province of Ontario)

INTERIM CONDENSED STATEMENTS OF FINANCIAL POSITION Expressed in Canadian Dollars) UNAUDITED

ASSETS	Mar. 31,2023(unaudited)	Dec. 31,2022(audited)
CurrentCash and cash equivalentsHST and other receivable	$1,086,30212,4651,098,767	$1,176,4952,4421,178,937
	$1,098,767	$1,178,937
LIABILITIESCurrent:Accounts payable and accrued liabilities	$18,325	$27,500
SHAREHOLDER'S EQUITYCapital stock (Note 4)WarrantsContributed surplusDeficit (Page 2)	1,147,07592,79346,396(205,821)1,080,443	1,147,07592,79346,396(134,827)1,151,437
	$1,098,768	$1,178,937
Nature of Operations and going concern - Note 1

See Subsequent Events - Note 8

Approved on behalf of the board on May 29, 2023**:**

"David Mitchell" "Matthew Goldman"

David Mitchell, Director Matthew Goldman, Director

INTERIM CONDENSED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2023 AND 2022 (Expressed in Canadian Dollars) UNAUDITED

	Three months endedMar. 31
	2023		2022
Expenses:
Shareholder information	$17,725	$	10,189
Professional fees	53,269		5,738
Net loss and comprehensive loss for the year	$70,994		15,927
Net loss per share basic and diluted	$-	$	-
Weighted average number of shares basic and diluted	16,500,000		16,500,000

INTERIM CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2023 AND 2022 UNAUDITED (Expressed in Canadian Dollars)

Common Shares					TotalShareholders
	# Shares	$ Amt	Warrants	Reserves	Deficit	Deficiency
Balance December 31, 2021	$16,500,000$	1,159,780	$92,793	46,396$	(95,039)	$1,203,930
Net loss for the year	-	-	-	-	(15,927)	(15,927)
Balance March 31, 2022	16,500,000	1,159,780	92,793	46,396	(110,966)	1,188,003
Loss for balance of year	-	-	-	-	(23,861)	(23,861)
Share issue costs	-	(12,705)	-	-	-	(12,705)
Balance December 31. 2022	16,500,000	1,147,075	92,793	46,396	(134,827)	1,151,437
Net loss for the year	-	-	-	-	(70,994)	(70,994)
Balance March 31, 2023	$16,500,000$	1,147,075	$92,793	46,396$	(205,821)	$1,080,443

The accompanying notes form an intergral part of these interim condensed financial statements

INTERIM CONDENSED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2023 AND 2022 (Expressed in Canadian Dollars) UNAUDITED

	Three months endedMar. 31
Cash was provided by (used in) the following activities:	2023	2022
Operations:Net loss for the yearNet change in non-cash working capital balances related to operations (Note 6)	$(70,994)(19,199)(90,193)	$(15,927)712(15,215)
Net change in cash equivalents during the period	(90,193)	(15,215)
Cash equivalents, beginning of period	1,176,495	1,195,338
Cash equivalents, end of period	$1,086,302	$1,180,123

Supplemental cash flow information - Note 6

NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2023 AND 2022 (Expressed in Canadian Dollars) UNAUDITED

1. Nature of Operations and going concern:

Crossover Acquisitions Inc. (the "Company") was incorporated under the laws of the Province of Ontario on May 27, 2019 and was a private company until October 21, 2021 when the Company closed its initial public offering (Note 4). The Company is classified as a Capital Pool Company as defined in the TSX Venture Exchange (the "Exchange") Policy 2.4. The principal business of the Company is the identification and evaluation of a Qualifying Transaction ("QT") and once identified or evaluated, to negotiate an acquisition or participation in a business subject to receipt of shareholder approval, if required, and acceptance by regulatory authorities. (also see subsequent event Note 9)

These interim condensed financial statements have been prepared on the basis that the Company will continue as a going concern. The proposed business of the Company and the completion of a QT involves a high degree of risk and there is no assurance that the Company will identify an appropriate business for acquisition or investment, and even if so identified it may not be able to raise funds to finance such an acquisition within the requisite time frame. Additional funds will be required to enable the Company to pursue the acquisition or investment and the Company may be unable to obtain such financing on satisfactory terms. Furthermore, there is no assurance that any acquisition will result in positive cash flow. These factors indicate the existence of a material uncertainty that may cast doubt about the Company's ability to continue as a going concern.

2. Material accounting policies:

(a) Statement of Compliance

These interim condensed financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") and have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting using accounting policies consistent with International Financial Reporting Standards and are the responsibility of the Company's management.

The policies applied in these interim condensed financial statements are based on IFRS issued and outstanding as of March 31, 2023. Any subsequent changes to IFRS after this date could result in changes to the financial statements for the year ended December 31, 2023.

The condensed interim financial statements do not contain all disclosures required under IFRS and should be read in conjunction with the audited annual financial statements and the notes thereto for the year ended December 31, 20221.

The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

(b) Accounting Standards Issued but not yet Effective

There are currently no outstanding accounting standards issued but not yet effective that the Company anticipates will have any impact on it.

3. Capital Management:

The Company's policy is to attain a strong capital base so as to maintain investor, creditor and market confidence and to sustain the future development of the business. The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risks characteristic of the underlying resource assets. As a Company without an operating business, the Company considers its capital structure to be comprised of working capital only. In order to maintain or adjust the capital structure, the Company will adjust its capital spending to manage current and projected expenditure levels.

The Company has not paid or declared any dividends since the date of its incorporation, nor are any dividends contemplated in the foreseeable future.

The Company does not have any externally imposed capital requirements.

There were no changes in the Company's approach to capital management during the period.

NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2023 AND 2022 (Expressed in Canadian Dollars) UNAUDITED

4. Capital stock:

Authorized: Unlimited common shares

Issued common shares:

	# shares	$ value
Balance December 31, 2021	16,500,000	$1,159,780
Additional share issue costs	-	(12,705)
Balance December 31, 2022 and March 31, 2023	16,500,000	$1,147,075

Share based payments:

The Company has a common share purchase option plan (the "Plan") for directors, officers, employees, and consultants. Options granted under the Plan generally have a five-year term. Options are granted at a price no lower than the market price of the common shares at the time of the grant.

The 1.65 million stock options issued along with the prospectus filing were valued at $46,396 using a Black-Scholes option pricing model with the following inputs: dividend yield 0%; Risk free interest rate of 0.90%; estimated volatility of 100% and term of 5 years. The options vest immediately.

The change in stock options during the periods March 31, 2023 is as noted below:

	Number ofoptions	Wtd Avgeexc. price
At March 31, 2022Issued	1,650,000-	$	0.05-
At March 31, 2023	1,650,000	$	0.05

The following table summarizes information about options outstanding at March 31, 2023:

			Remaining
	Number of	contractual
Exercise price	options		life in years
0.05	1,650,000	$	3.55

Warrants:

The change in warrants during the period ended March 31, 2023 is as noted below:

	Number ofwarrants	Wtd Avgeexc. price
At March 31, 2022	1,250,000	$	0.10
IssuedAt March 31, 2023	-1,250,000	$	-0.10

The following table summarizes information about warrants outstanding at March 31, 2023

		Remaining
	Number of	contractual
Exercise price	warrants	life in years
0.10	1,250,000	$3.55

NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2023 AND 2022 (Expressed in Canadian Dollars) UNAUDITED

5. Related party transactions and balances:

The Company's related parties consist of executive officers, directors and significant shareholders.

	Related Party	Item	2023		2022
	Key Management Personnel
		Directors fees charged to statement of loss	$-	$	-
		Share-based payments charged to statement of loss	$-	$	-
6.	Supplemental cash flow information:Net change in non-cash working capital:
			Nine months ended
				Mar. 31
			2023		2022
	H.S.T receivable		$(10,023)	$	7,078
	Accounts payable and accrued liabilities		(9,175)		(6,366)
			$(19,198)	$	712
	Non-cash investing and financing activities:
	Agent's warrants issued		$-	$	92,793

7. Financial Risk Management:

Credit Risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Financial instruments that potentially subject the Company to credit risk consist of cash. The Company's cash and short term investments is held through large Canadian Financial Institutions. The Company has no significant concentration of credit risk arising from operations. Management believes the risk of loss to be remote.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations associated with financial liabilities in full. The primary source of liquidity is net operating income, which is used to finance working capital and capital expenditure requirements, and to meet the Company's financial obligations associated with financial liabilities.

The Company's approach to managing liquidity risk is to ensure that it will have sufficient cash to meet liabilities when due. All of the Company's financial liabilities have contractual maturities of less than one year and are subject to normal trade terms. The Company's ability to continue operations and fund its business acquisition is dependent on management's ability to secure additional financing. It is anticipated that the Company will continue to rely on equity and debt financing to meet its ongoing working capital requirements for the near future.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company does not presently have any interest bearing debt and therefore in management's opinion, is not exposed to any significant interest rate risk.

Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices and is comprised of currency risk, interest rate risk, and other price risk. The Company currently does not have any financial instruments that would be impacted by changes in market prices.

NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2023 AND 2022 (Expressed in Canadian Dollars) UNAUDITED

Fair value of financial instruments

The Company values instruments carried at fair value using quoted market prices, where available. Quoted market prices represent a Level 1 valuation. When quoted market prices are not available, the Company maximizes the use of observable inputs within valuation models. When all significant inputs are observable, the valuation is classified as Level 2. Valuations that require the significant use of unobservable inputs are considered Level 3. Level 3 fair values are based on a number of valuation techniques other than observable market data. There are no level 3 values currently recorded on the balance sheet of the Company.

	Level	2023	2022
Fair value through profit and lossCash and cash equivalents	Level 1	1,086,302	1,176,495
Financial liabilities measured at amortized costAccounts payable and accrued liabilities	Level 1	18,325	27,500

8. Subsequent event:

• i) During the quarter, the Company entered into a business combination agreement with Resolute Resources Ltd. on March 21, 2023, with the intention that this transaction will constitute the Company's Qualifying Transaction, as that term defined by the policies of the TSX Venture Exchange.
• ii) Subsequent to the end of the quarter, the Company held its annual general and special shareholders meeting on May 15, 2023, at which all matters presented before shareholders were approved.