Resolute Resources Ltd.

BUSINESS COMBINATION AGREEMENT

BETWEEN

CROSSOVER ACQUISITIONS INC.

AND -

RESOLUTE RESOURCES LTD.

DATED AS OF March 21, 2023

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Page

Article	1 INTERPRETATION ................................................................................................................. 1
1.1	Definitions ............................................................................................................................... 1
1.2	Number and Gender ............................................................................................................... 8
1.3	Currency ................................................................................................................................. 8
1.4	Headings, etc. ......................................................................................................................... 9
1.5	Date for any Action ................................................................................................................. 9
1.6	Knowledge .............................................................................................................................. 9
1.7	Schedule ................................................................................................................................. 9
Article	2 THE QUALIFYING TRANSACTION ........................................................................................ 9
2.1	Amalgamation ......................................................................................................................... 9
2.2	Implementation Covenants ................................................................................................... 12
Article	3 PUBLICITY ............................................................................................................................ 15
3.1	Publicity ................................................................................................................................ 15
Article	4 REPRESENTATIONS AND WARRANTIES .......................................................................... 15
4.1	Representations and Warranties of Resolute ........................................................................ 15
4.2	Representations and Warranties of Crossover ...................................................................... 21
4.3	Survival ................................................................................................................................. 26
Article	5 CONDUCT OF BUSINESS ................................................................................................... 26
5.1	Conduct of Business by the Parties....................................................................................... 26
Article	6 COVENANTS ........................................................................................................................ 29
6.1	Representations and Warranties ........................................................................................... 29
6.2	Notice of Material Change ..................................................................................................... 29
6.3	Standstill ............................................................................................................................... 29
6.4	Other Covenants ................................................................................................................... 31
6.5	Subco Shareholder Meeting .................................................................................................. 31
Article	7 MUTUAL COVENANTS ........................................................................................................ 31
7.1	Other Filings ......................................................................................................................... 31
7.2	Additional Agreements .......................................................................................................... 31
Article	8 CONDITIONS ........................................................................................................................ 32
8.1	Mutual Conditions Precedent ................................................................................................ 32
8.2	Additional Conditions Precedent to the Obligations of Resolute ............................................ 33
8.3	Additional Conditions Precedent to the Obligations of Crossover .......................................... 35
Article	9 TERMINATION...................................................................................................................... 36
9.1	Termination ........................................................................................................................... 36
9.2	Effect of Termination ............................................................................................................. 36
Article	10 DISSENTING SHAREHOLDERS ........................................................................................ 36

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10.1	Dissenting Resolute Shareholders ........................................................................................ 36
Article 11 CLOSING ............................................................................................................................ 37
11.1	Closing .................................................................................................................................. 37
Article 12 GENERAL ........................................................................................................................... 37
12.1	Public Announcement; Disclosure and Confidentiality ........................................................... 37
12.2	Notices .................................................................................................................................. 38
12.3	Costs and Expenses ............................................................................................................. 39
12.4	Exclusivity ............................................................................................................................. 39
12.5	Further Assurances ............................................................................................................... 39
12.6	Time ...................................................................................................................................... 40
12.7	Entire Agreement .................................................................................................................. 40
12.8	Amendment .......................................................................................................................... 40
12.9	Waiver .................................................................................................................................. 40
12.10	Assignment ....................................................................................................................... 40
12.11	Severability ........................................................................................................................ 40
12.12	Governing Law .................................................................................................................. 41
12.13	Counterparts...................................................................................................................... 41

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BUSINESS COMBINATION AGREEMENT

THIS AGREEMENT (the “ Agreement ”) is made as of the 21[st] day of March, 2023.

BETWEEN:

CROSSOVER ACQUISITIONS INC. , a corporation incorporated under the laws of the Province of Ontario (“ Crossover ”)

and -

RESOLUTE RESOURCES LTD. , a corporation incorporated under the laws of the Province of Alberta (“ Resolute ”)

(each a “ Party ” and collectively, the “ Parties ”)

WHEREAS Crossover is a “CPC” (as defined in the Policy) and wishes to complete a “Qualifying Transaction” (as defined in the Policy);

AND WHEREAS Subco is a corporation to be incorporated under the laws of the Province of Alberta as a wholly-owned subsidiary of Crossover;

AND WHEREAS , pursuant to a letter of intent between the Parties dated January 5, 2023, Resolute and Crossover propose to combine the business and assets of Resolute with those of Crossover, and upon completion of such business combination, Crossover will, through Amalco (as defined below), carry on the current business of Resolute;

AND WHEREAS on the terms and subject to the conditions set forth herein, Crossover and Resolute intend to carry out the proposed Qualifying Transaction by way of a statutory amalgamation under the provisions of the Act (as defined below) and related transaction steps;

NOW THEREFORE , in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties hereby covenant and agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

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

“ Acquisition Proposal ” has the meaning ascribed thereto in Section 12.4;

“ Act ” means the Business Corporations Act (Alberta), as from time to time amended or re-enacted;

“ Affiliate ” has the meaning ascribed thereto in the Act;

“ Agent ” means the person or persons acting as selling agents in connection with the Resolute Private Placement, to be selected by Resolute in its sole discretion;

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“ Agreement ”, “ this Agreement ”, “ herein ”, “ hereto ” and “ hereof ” and similar expressions refer to this business combination agreement, together with the schedules hereto, as the same may be amended or supplemented from time to time;

“ Amalco ” means the corporation formed upon the amalgamation of the Amalgamating Parties pursuant to the Amalgamation;

“ Amalco Shares ” means the common shares in the capital of Amalco;

“ Amalgamating Parties ” means, collectively, Subco and Resolute;

“ Amalgamation ” means the amalgamation of the Amalgamating Parties pursuant to Section 181 of the Act on the terms and conditions set forth in this Agreement and the Amalgamation Agreement;

“ Amalgamation Agreement ” means the agreement to be entered into between Resolute, Crossover and Subco in respect of the Amalgamation, in substantially the form attached hereto as Schedule A;

“ Articles of Amalgamation ” means the articles of amalgamation providing for the Amalgamation to be filed with the Registrar by the Amalgamating Parties in order to effect the Amalgamation pursuant to Section 185 of the Act;

“ Crossover ” means Crossover Acquisitions Inc., a corporation incorporated pursuant to the laws of the Province of Ontario;

“ Board Reconstitution ” means the reconstitution of the board of directors of Crossover to allow for the appointments described in Section 2.1(j);

“ Business Day ” means any day other than a Saturday or Sunday or a day recognized as a holiday in Toronto, Ontario;

“ Certificate of Amalgamation ” means the certificate of amalgamation issued by the Registrar on receipt of the Articles of Amalgamation pursuant to subsection 185(4) of the Act;

“ Closing ” means the completion of the Qualifying Transaction on the terms and subject to the conditions set forth in this Agreement;

“ Confidential Information ” has the meaning ascribed thereto in Section 12.1(b);

“ Consolidated Crossover Shares ” means the common shares in the capital of Crossover as constituted following the completion of the Share Consolidation;

“ Crossover Agent Options ” means the 1,250,000 broker warrants of Crossover (pre-Share Consolidation) granted to iA Private Wealth Inc. in connection with Crossover’s initial public offering, each Crossover Agent Option entitling the holder thereof to purchase one Crossover Share at an exercise price of $0.10 per share until October 15, 2026;

“ Crossover Financial Statements ” means the audited financial statements of Crossover for the years ended December 31, 2022 and December 31, 2021, including the notes thereto and the report of Crossover's auditors thereon;

“ Crossover Meeting ” means the meeting of Crossover Shareholders to be held for the purposes set out in Section 2.1(d) and any and all adjournments of such meeting;

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“ Crossover Options ” means the 1,650,000 options of Crossover (pre-Share Consolidation) granted to the directors and officers of Crossover, each Crossover Option entitling the holder thereof to purchase one Crossover Share at an exercise price of $0.05 per share until October 15, 2026;

“ Crossover Shareholder ” means a holder of Crossover Shares from time to time, and “ Crossover Shareholders ” means all of such holders;

“ Crossover Shares ” means the common shares in the capital of Crossover, as presently constituted on the date hereof;

“ Depositary ” means the registrar and transfer agent for the Crossover Shares;

“ Dissent Rights ” means the dissent rights exercisable by the Dissenting Resolute Shareholders with respect to the Amalgamation;

“ Dissenting Resolute Shareholder ” means a registered Resolute Shareholder who, in connection with the Resolute Meeting, has exercised the right to dissent pursuant to Section 191 of the Act, in strict compliance with the provisions thereof and thereby becomes entitled to be paid the fair value of his, her or its Resolute Shares and who has not withdrawn the notice of the exercise of such right as permitted by the Act;

“ Dissenting Resolute Shares ” means the Resolute Shares held by Dissenting Resolute Shareholders;

“ Documents ” has the meaning ascribed thereto in Section 4.1(i);

“ Effective Time ” means 12:01 a.m. (Calgary time) on the Qualifying Transaction Date;

“ Encumbrances ” includes, without limitation, any mortgage, pledge, hypothec, assignment, charge, lien, claim, security interest, adverse interest, other third party interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by law, contract or otherwise) capable of becoming any of the foregoing;

“ Environmental Laws ” has the meaning ascribed thereto in Section 4.1(hh)(i);

“ Exchange Ratio ” means the exchange of Resolute Shares for Resulting Issuer Shares on the basis of one (1) Resulting Issuer Share for one (1) Resolute Share;

“ Exclusivity Period ” has the meaning ascribed thereto in Section 12.4;

“ fair value ” where used in relation to a Resolute Share held by a Dissenting Resolute Shareholder, means fair value as determined by a court under Section 191 of the Act, or as agreed between Resolute and the Dissenting Resolute Shareholder;

“ Filing Statement ” means the filing statement of Crossover to be prepared in accordance with the Policy in connection with the Qualifying Transaction;

“ Geological Report ” means a report with supporting materials prepared in accordance with NI 51-101, and the COGE Handbook and “ Geological Reports ” means any such reports.

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

“ Governing Documents ” means, in respect of each of Crossover, Subco and Resolute, its governing documents, including, as applicable, its certificate and articles of incorporation, as amended, and all similar articles, and its by-laws, as amended;

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“ Government Authority ” means any foreign, national, provincial, local or state government, any political subdivision or any governmental, judicial, public or statutory instrumentality, court, tribunal, agency (including those pertaining to health, safety or the environment), authority, body or entity, or other regulatory bureau, authority, body or entity having legal jurisdiction over the activity or Person in question and, for certainty, includes the TSXV;

“ Group ” has the meaning ascribed thereto in Section 12.4;

“ IFRS ” means International Financial Reporting Standards as adopted by the International Accounting Standards Board;

“ In-The-Money Amount ” in respect of a Resolute Option means the amount, if any, by which the aggregate fair market value at that time of the securities subject to the option exceeds the aggregate exercise price of the option;

“ in writing ” means written information, including documents, files, software, records and books made available, delivered or produced to one Party by or on behalf of another Party;

“ Laws ” means all laws, statutes, codes, ordinances, decrees, regulations, by-laws, statutory rules, principles of law, published policies, forms and guidelines, fee schedules, tariffs, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, directives, decisions, rulings or awards, including general principles of common and civil law, and terms and conditions of any grant of approval, permission, authority or license of any Government Authority, statutory body or selfregulatory authority (including the TSXV), and the term “applicable” with respect to such Laws and in the context that refers to one or more Persons, means that such Laws apply to such Person or Persons or its or their business, undertaking, property or securities and emanate from a Government Authority (or any other Person) having jurisdiction over the aforesaid Person or Persons or its or their business, undertaking, property or securities;

“ Letter of Transmittal ” letter of transmittal to be sent to Resolute Shareholders if Resolute determines it is necessary for use in connection with the Amalgamation and in order to receive the Resulting Issuer Shares to which they are entitled after giving effect to the Amalgamation;

“ Crossover Lock-Up Agreements ” means any voluntary resale restriction agreements with the Crossover Shareholders required by the Agents to complete the Resolute Private Placement;

“ Material Adverse Change ” means, in respect of any Person, any one or more changes, events or occurrences which, either individually or in the aggregate, is, or would reasonably be expected to be, material and adverse to the business, operations, results of operations, assets, capital, property, obligations (whether absolute, accrued, conditional or otherwise), liabilities or financial condition of that Person and its Subsidiaries taken as a whole, or prevent, materially delay or hinder that Person from performing its respective obligations under this Agreement or materially impede the consummation of the transactions contemplated by this Agreement, other than any change, event or occurrence: (i) affecting the oil and gas industry in general; (ii) in or relating to general political, economic, financial or capital market conditions (including any reduction in market indices); (iii) in or relating to IFRS or regulatory accounting requirements; or (iv) in or relating to any change in applicable Laws or any interpretation, application or non-application thereof by any Government Authority; provided, however, that such effect referred to in clause (i) to (v) above does not have a disproportionate effect on that Person and its Subsidiaries (taken as a whole) compared to other companies of similar size operating in the same industry;

“ Material Event ” means:

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(a) the occurrence of any Material Adverse Change;
(b) a tender or exchange offer for some or all of the shares of a Party is made or publicly proposed to be made by another Person or has been publicly disclosed or a Party shall have learned that the shares held by any shareholder of the Party, as of the date hereof, who holds more than 10% of the outstanding shares of the Party at such date, shall have been acquired or agreed to be acquired by another Person or by Persons acting jointly or in concert therewith;
(c) other than in connection with the obligations of Resolute pursuant to the Resolute Private Placement and the issuances permitted in Section 5.1(c), the obligations of Crossover pursuant to the Share Consolidation, any other transaction, action or event contemplated by this Agreement, and the existing contractual obligations of a Party that have been previously publicly disclosed or disclosed in writing to the other Party, an event whereby a Party shall have:
(i) issued or authorized, or proposed the issuance of: (i) any shares in the capital of the Party of any class; (ii) any securities convertible into, or rights, warrants or options to acquire, any such shares; or (iii) other convertible securities;
(ii) issued or authorized or proposed the issuance of any other securities in respect of, in lieu of, or in substitution for, all or any of the presently outstanding shares;
(iii) declared or paid any dividend on or distributed any shares of its capital stock or redeemed or repurchased any issued shares; or
(iv) authorized or proposed or announced its intention to propose any merger, business combination transaction, shareholder rights protection plan or similar plan or agreement, acquisition or disposition of assets or material change in its capitalization or settled or forgiven any indebtedness or made a change in any terms of employment or compensation of any Person, director or officer or granted any bonus to such Persons or created, assumed or increased any indebtedness, or created or assumed any encumbrance on the business, assets or operation of a Party, or any comparable event not in the ordinary course of business;
(d) any halt or suspension of trading in, or any cease trade order with respect to, securities of a Party;
(e) the existence of any threatened, instituted or pending action or proceeding before any court or governmental agency or other regulatory or administrative agency or commission or by any other Person which materially and adversely affects a Party, directly or indirectly, other than as disclosed by one Party to the other in writing prior to the date hereof; and
(f) the existence of any contractual obligation, liability or expense out of the ordinary course of business, which for purposes hereof shall not include any contractual obligation, liability or expense related to the Qualifying Transaction, by a party in excess of $50,000;

“ material fact ” has the meaning ascribed thereto in the Securities Act ;

“ misrepresentation ” has the meaning ascribed thereto in the Securities Act ;

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“ Name Change ” means the change of name of Crossover to “Resolute Resources Ltd.”, or such other name as selected by Resolute and acceptable to each Government Authority having jurisdiction;

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

“ NI 51-102 ” means National Instrument 51-102 - Continuous Disclosure Obligations ;

“ Party ” means each of Crossover and Resolute, and “ Parties ” means each of them;

“ Person ” includes any individual, firm, partnership, joint venture, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, Government Authority, syndicate or other entity, whether or not having legal status;

“ Petroleum and Natural Gas Interests ” means, in the case of Resolute 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;

“ Resolute ” means Resolute Resources Ltd., a corporation incorporated pursuant to the laws of the Province of Alberta;

“ Resolute Financial Statements ” means the audited financial statements of Resolute for the years ended June 30, 2022 and June 30, 2021 including the notes thereto and the report of Resolute's auditors thereon, and the reviewed unaudited condensed interim financial statements of Resolute as at and for the six months ended December 31, 2022, including the notes thereto;

“ Resolute Meeting ” means the meeting of Resolute Shareholders to be held, if necessary, in order to approve, among other things, the Amalgamation and any and all adjournments of such meeting;

“ Resolute Options ” means the 3,600,000 stock options of Resolute, each exercisable for one Resolute Share at a price of $0.10;

“ Resolute Private Placement ” means the sale of Resolute Subscription Receipts in a brokered private placement basis under the Subscription Receipt Agreement for aggregate minimum gross proceeds to Resolute of $4 million, on such terms as to be determined by Resolute and the Agent, in their sole discretion;

“ 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 742207015, 074 7422070158, 074 7422070159, 074 7422070160, 074 7422120019, 074 7422120020, 074 7422120021, 074 7422120022 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;

“ Resolute Shareholder ” means a holder of Resolute Shares from time to time, and “ Resolute Shareholders ” means all of such holders;

“ Resolute Securityholder ” means a Resolute Shareholder or a holder of Resolute Warrants;

“ Resolute Shares ” means Class A shares in the capital of Resolute;

“ Resolute Subscription Receipts ” means the subscription receipts to be issued under the Resolute Private Placement and pursuant to the terms of the Subscription Receipt Agreement, each such

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Resolute Subscription Receipt being automatically converted immediately prior to the Effective Time into one (1) Resolute Common Shares and one-half Resolute Warrant as shall be determined by Resolute and the Agent, in their sole discretion;

“ Resolute Subsidiary ” means Resolute Resources Corp., a corporation existing under the laws of British Columbia;

“ Resolute Warrants ” means the warrants of Resolute issued pursuant to the Resolute Private Placement, having an exercise price of $0.50 per share for a term of 60 months from the Qualifying Transaction Date;

“ Policy ” means Policy 2.4 – Capital Pool Companies of the TSXV;

“ Public Information Record ” means all news releases, material change reports, financial statements, prospectuses and all other documents filed by or on behalf of Crossover with the Securities Authorities in accordance with applicable Laws;

“ Qualifying Transaction Date ” means the date the Qualifying Transaction is completed, as evidenced by the issuance of the Certificate of Amalgamation giving effect to the Amalgamation;

“ Qualifying Transaction ” means the business combination between Crossover and Resolute whereby Crossover will acquire Resolute by way of the Amalgamation, and which will constitute the 'qualifying transaction' of Crossover pursuant to the Policy;

“ Registrar ” means the Registrar appointed under Section 263 of the Act;

“ Regulatory Approval ” means any approval, consent, waiver, permit, order or exemption from any Government Authority having jurisdiction or authority over either Party or any Subsidiary of a Party which is required or advisable to be obtained in order to permit the Qualifying Transaction to be effected, including, without limitation, the approval of the TSXV and “Regulatory Approvals” means all such approvals, consents, waivers, permits, orders or exemptions;

“ Replacement Resulting Issuer Options ” means options to acquire Resulting Issuer Shares to be issued in replacement of the Resolute Options outstanding immediately prior to the Effective Time, each Replacement Resulting Issuer Option entitling the holder thereof to purchase one Resulting Issuer Share at a price equal to the quotient arrived at by dividing the exercise price per Resolute Share of each such Resolute Option immediately prior to the Effective Time by the Exchange Ratio, subject to adjustment as applicable, until the expiry date of each such Resolute Option being replaced by a Replacement Resulting Issuer Option, in accordance with its terms;

“ Replacement Resulting Issuer Warrants ” means warrants to acquire Resulting Issuer Shares to be issued in replacement of the Resolute Warrants outstanding immediately prior to the Effective Time, each Replacement Resulting Issuer Warrant entitling the holder thereof to purchase one Resulting Issuer Share at a price equal to the quotient arrived at by dividing the original exercise price per Resolute Share of each such Resolute Warrant immediately prior to the Effective Time by the Exchange Ratio, subject to adjustment as applicable, until the expiry date of each such Resolute Warrant being replaced by a Replacement Resulting Issuer Warrant, in accordance with its terms;

“ Replacement Resulting Issuer Broker Warrants ” means warrants to acquire Resulting Issuer Shares to be issued in replacement of the Resolute broker warrants outstanding immediately prior to the Effective Time, each Replacement Resulting Issuer Broker Warrant entitling the holder thereof to purchase one Resulting Issuer Share at a price equal to the quotient arrived at by dividing the original exercise price per Resolute Share of each such Resolute broker warrant immediately prior to the

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Effective Time by the Exchange Ratio, subject to adjustment as applicable, until the expiry date of each such Resolute broker warrant being replaced by a Replacement Resulting Issuer Broker Warrant, in accordance with its terms;

“ Reporting Jurisdictions ” has the meaning ascribed thereto in Section 4.2(e);

“ Representatives ” means the directors, officers, employees, advisors and counsel of a Person;

“ Resulting Issuer ” means Crossover, following the completion of the Resolute Private Placement, the Name Change, Share Consolidation, Amalgamation and the Board Reconstitution;

“ Resulting Issuer Shares ” means the common shares in the capital of the Resulting Issuer;

“ Securities Act ” means the Securities Act (Ontario) and the regulations thereunder, as from time to time amended;

“ Securities Authorities ” means the securities commissions in the Reporting Jurisdictions and the TSXV collectively;

“ Share Consolidation ” means the proposed consolidation of Crossover Shares prior to the Effective Time in accordance with the Share Consolidation Ratio;

“ Share Consolidation Ratio ” has the meaning ascribed thereto in Section 2.1(k);

“ Subco ” means the company to be incorporated by Crossover pursuant to the laws of the Province of Alberta and that will be a wholly-owned Subsidiary of Crossover;

“ Subco Shares ” means the common shares in the capital of Subco;

“ Subscription Receipt Agreement ” means the subscription receipt agreement between TSX Trust Company, as subscription receipt agent, Resolute, Crossover and the Agent, governing the Resolute Subscription Receipts and pursuant to which the proceeds of the Resolute Private Placement will be held in escrow until completion of the Qualifying Transaction;

“ Subsidiary ” has the meaning ascribed thereto in the Act;

“ Taxes ” has the meaning ascribed thereto in Section 4.1(q);

“ TSXV Escrow Agreement ” means the escrow agreement to be entered into between a licensed third party trustee, as escrow agent, Crossover and certain Principals (as that term is defined in the policies of the TSXV) and other Persons, as required by the TSXV in accordance with the policies of the TSXV in connection with the completion of the Qualifying Transaction; and

“ TSXV ” means the TSX Venture Exchange.

1.2 Number and Gender

Words importing the singular number include the plural and vice versa and words importing gender include all genders.

1.3 Currency

In the absence of a specific designation of any currency, any undenominated dollar amount herein shall be deemed to refer to Canadian dollars.

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1.4 Headings, etc.

The division of this Agreement into Articles and Sections, the provision of a table of contents hereto and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement and, unless otherwise stated, all references in this Agreement to Articles and Sections refer to Articles and Sections of and to this Agreement in which such reference is made.

1.5 Date for any Action

In the event that any date on which any action is required to be taken hereunder by any of the Parties is not a Business Day, such action shall be required to be taken on the next succeeding day that is a Business Day.

1.6 Knowledge

In this Agreement, references to the “knowledge of Crossover” means the actual knowledge of its Chief Executive Officer and Chief Financial Officer, in each case, after reasonable inquiry, and references to the “knowledge of Resolute” means the actual knowledge of its Chief Executive Officer and Chief Financial Officer, in each case, after reasonable inquiry.

1.7 Schedule

The following Schedule is attached to and forms an integral part of this Agreement:

Schedule A - Form of Amalgamation Agreement

ARTICLE 2 THE QUALIFYING TRANSACTION

2.1 Amalgamation

Each Party hereby agrees, unless such steps have already been completed, that, as soon as reasonably commercially practicable after the date hereof or at such other time as is specifically indicated below in this Section 2.1, and, subject to the terms and conditions of this Agreement, and, to the extent required, following the receipt of all necessary shareholder approvals and Regulatory Approvals, it shall take the following steps indicated for it:

(a) prior to the Qualifying Transaction Date, Resolute shall complete the Resolute Private Placement pursuant to which Resolute proposes to complete an offering of Resolute Subscription Receipts for minimum gross proceeds to Resolute of $4,000,000. Certain investors will invest cash for the Resolute Subscription Receipts, with each such Resolute Subscription Receipt representing the right of the holder thereof to receive, in certain circumstances set forth in the terms attached to the Resolute Subscription Receipts, one (1) Resolute Common Shares and one-half of a Resolute Warrant, without any further act or formality, and for no additional consideration;
(b) following the actions set forth in Section 2.1(a) and immediately prior to the Effective Time, in accordance with the terms of the Subscription Receipt Agreement, each Resolute Subscription Receipt will automatically be exchanged for one (1) Resolute Common Share and one-half of a Resolute Warrant;
(c) Crossover shall incorporate Subco pursuant to the laws of the Province of Alberta, with its articles and by-laws to be in a form satisfactory to Resolute acting reasonably;

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(d) Crossover shall call and convene the Crossover Meeting at which the Crossover Shareholders will be asked, among other things, to approve the Share Consolidation (described below), the Name Change (described below), and the Board Reconstitution, and Crossover shall use all commercially reasonable efforts to obtain the approval of the Crossover Shareholders for the foregoing matters;
(e) Resolute shall call and convene the Resolute Meeting at which the Resolute Shareholders will be asked to approve the Amalgamation and the Amalgamation Agreement or otherwise take steps to get the requisite consent of the Resolute Shareholders, and Resolute shall use all commercially reasonable efforts to obtain the approval of the Resolute Shareholders for the foregoing matters;
(f) the Crossover Shares and, in accordance with their terms, the Crossover Options and Crossover Agent Options will be subject to the Share Consolidation;
(g) Crossover shall effect the Name Change;
(h) Resolute and Subco shall amalgamate, effective at the Effective Time, by way of statutory amalgamation under the Act on the terms and subject to the conditions contained in this Agreement and the Amalgamation Agreement and continue as one corporation with the name “Resolute Resources Ltd.”, or such other name as agreed to by the Parties, and Crossover hereby covenants and agrees to issue the securities of Crossover required to be issued in connection with the Amalgamation. The Parties shall cause the Articles of Amalgamation to be filed with the Registrar to effect the Amalgamation. Under the Amalgamation, at the Effective Time:
(i) Resolute and Subco will amalgamate and continue as Amalco;
(ii) each Resolute Share outstanding immediately prior to the Effective Time held by a Dissenting Resolute Shareholder will become an entitlement to be paid the fair value of such share;
(iii) each Resolute Share (other than those held by Dissenting Resolute Shareholders) outstanding immediately prior to the Effective Time, including those of former holders of Resolute Subscription Receipts, shall be cancelled and, in consideration therefor, the holder of such Resolute Share shall receive (subject to Section 2.1(i) regarding fractional shares) such number of fully paid and nonassessable Resulting Issuer Shares issued by Crossover as is equal to the Exchange Ratio;
(iv) each Subco Share outstanding immediately prior to the Effective Time shall be cancelled and, in consideration therefor, Amalco shall issue one Amalco Share to Crossover;
(v) as consideration for the issuance of Resulting Issuer Shares to Resolute Shareholders to effect the Amalgamation, Amalco will issue to Crossover one Amalco Share for each Resulting Issuer Share so issued;
(vi) the property, rights and interests of each of Subco and Resolute shall continue to be the property, rights and interests of Amalco and Amalco shall continue to be liable for the liabilities and obligations of each of Subco and Resolute;

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(vii) each Resolute Option outstanding immediately prior to the Effective Time shall be exchanged (subject to Section 2.1(i) regarding fractional options) for such number of Replacement Resulting Issuer Options issued by the Resulting Issuer as is equal to the Exchange Ratio, and upon such exchange all Resolute Options will be cancelled. The exercise price of the Replacement Resulting Issuer Options will be equal to the exercise price of the Resolute Options immediately prior to the Effective Time divided by the Exchange Ratio. For greater certainty, it is intended that subsection 7(1.4) of the Income Tax Act (Canada) apply to the exchange of the Resolute Options by holders who acquired Resolute Options by virtue of their employment. Accordingly, if required, the exercise price of a Replacement Resulting Issuer Option held by such a holder of Resolute Options will be increased such that the In-The-Money Amount of the Replacement Resulting Issuer Option immediately after the exchange does not exceed the In-The-Money Amount of the Resolute Option immediately before the exchange. The other terms and conditions of the Replacement Resulting Issuer Options will be substantially similar to the terms and conditions of the Resolute Options, including with respect to term, expiry date and adjustment provisions subject to compliance with applicable Laws and the applicable Resulting Issuer option plan;
(viii) each Resolute Warrant outstanding immediately prior to the Effective Time shall be exchanged (subject to Section 2.1(i) regarding fractional warrants) for such number of Replacement Resulting Issuer Warrants issued by the Resulting Issuer as is equal to the Exchange Ratio, and upon such exchange all Resolute Warrants will be cancelled. The exercise price of the Replacement Resulting Issuer Warrants will be equal to the exercise price of the Resolute Warrants immediately prior to the Effective Time divided by the Exchange Ratio; and
(ix) Amalco will be a direct wholly-owned Subsidiary of Crossover;
(i) as soon as practicable after the Qualifying Transaction Date and in accordance with normal commercial practice and Section 2.2(f), Crossover shall issue or cause to be issued certificates or direct registration statements representing the appropriate number of Resulting Issuer Shares, Replacement Resulting Issuer Options and Replacement Resulting Issuer Warrants to the applicable former Resolute Securityholders. No fractional Resulting Issuer Shares, Replacement Resulting Issuer Options, Replacement Resulting Issuer Warrants or Replacement Resulting Issuer Broker Warrants will be delivered to any Resolute Shareholder, as applicable, otherwise entitled thereto, any such fractions will be rounded down to the nearest whole number and no cash amount will be payable in lieu thereof;
(j) the Parties hereby acknowledge and agree that concurrently with the completion of the Amalgamation the following individuals will be appointed officers and directors of Crossover as follows:

Officers :

Chief Executive Officer and Secretary: Bradley Parkes

President: Kiernan Lynch

Chief Financial Officer: Neil Bothwell

Vice President, Exploration: Paul Collens

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Directors :

Bradley Parkes

Alexander Lindsay

Kiernan Lynch

Curtis W. Labelle

Neil Bothwell

Chris Wolfenberg

provided that such officers and directors of Crossover may be changed at the discretion of Resolute prior to the Closing, subject to any required Regulatory Approvals; and

(k) the Parties agree and acknowledge that the Crossover Shares will be consolidated on the basis of two (2) pre-consolidation shares for every one (1) post-consolidation share (the “ Share Consolidation Ratio ”);
(l) the Parties shall take any other actions and do any other things, including the execution of any other agreements, documents or instruments, that are necessary or useful to give effect to the Qualifying Transaction, provided that nothing in this Agreement shall prevent or limit the ability of the directors of each of Crossover, Subco and Resolute to fulfill their fiduciary or statutory duties.

2.2 Implementation Covenants

(a) Filing Statement . Resolute with the assistance of Crossover, shall use commercially reasonable efforts to finalize the Filing Statement, together with any other documents required by applicable Laws in connection with the Qualifying Transaction, and Crossover shall cause the Filing Statement to be filed as required by applicable Laws as soon as reasonably practicable following Regulatory Approval, provided that the Filing Statement and other documentation required in connection with the Qualifying Transaction shall be filed only with Resolute's prior written consent (in the case of the Filing Statement, such consent shall be evidenced by a fully executed Resolute certificate page).
(b) Meeting Documentation :
(i) Resolute shall duly prepare the documentation required in connection with the Resolute Meeting, and deliver such documentation to Resolute Shareholders; and
(ii) Crossover shall duly prepare the documentation required in connection with the Crossover Meeting, and deliver such documentation to Crossover Shareholders.
(c) Listing . Crossover, with the assistance of Resolute, shall use its commercially reasonable efforts to have the issuance of all of the Resulting Issuer Shares issuable pursuant to, or as a consequence of, the Amalgamation accepted by the TSXV, including entering into all applicable escrow arrangements required by the TSXV. Each Party shall provide the other with all communications sent to or received from the TSXV or any Securities Authorities in connection with the Qualifying Transaction and stock exchange listing.

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(d) Preparation of Filings . Crossover and Resolute shall cooperate in the preparation of all applications for all approvals and the preparation of any other documents and taking of all actions reasonably deemed by Crossover and Resolute, as the case may be, to be necessary to discharge their respective obligations under applicable Laws in connection with each step of the Qualifying Transaction and all other matters contemplated in the Filing Statement and this Agreement. In furtherance of the foregoing:
(i) each of Crossover and Resolute shall furnish to the other all such information concerning it and its securityholders (and in the case of Crossover, also concerning Subco), as may be required to effect the Qualifying Transaction and the actions described in this Article 2. Each of Crossover and Resolute covenants that no information furnished by it in connection with such actions or otherwise in connection with the consummation of the Qualifying Transaction will, to their knowledge, contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be used; and
(ii) each of Crossover and Resolute shall promptly notify the other if at any time before the Qualifying Transaction Date it becomes aware that the Filing Statement contains a misrepresentation, or otherwise requires an amendment or supplement to the Filing Statement. In any such event, Crossover and Resolute shall cooperate in the preparation of a supplement or amendment to the Filing Statement, as required and as the case may be, and, if required, shall cause the same to be distributed to Crossover Shareholders and Resolute Shareholders and/or filed with the Securities Authorities.
(e) Amalgamation Agreement . The Parties hereby acknowledge and agree that the Amalgamation Agreement to be entered into pursuant to the Act in connection with the Amalgamation shall be substantially in the form attached as Schedule A. Subject to the terms and conditions of this Agreement and subject to and following the receipt of all Regulatory Approvals, Crossover shall cause Subco to deliver to Resolute the duly executed Articles of Amalgamation and related documents which will be filed by Resolute with the Registrar.
(f) Resulting Issuer Shares and Procedures . On the Qualifying Transaction Date, Crossover shall deposit such Resulting Issuer Shares with the Depositary to satisfy the consideration issuable to former Resolute Shareholders. As soon as reasonably practicable after the Qualifying Transaction Date, the Depositary will forward to, or hold for pick-up by, each former Resolute Shareholder that submitted a duly completed Letter of Transmittal or other evidence of entitlement to the Depositary, together with the certificate (if any) which immediately prior to the Effective Time represented one or more Resolute Shares, as applicable, held by such former Resolute Shareholder in consideration for which the holder is entitled to receive Resulting Issuer Shares or such other evidence of ownership of such Resolute Shares as is satisfactory to the Depositary, acting reasonably, the certificates or direct registration statements representing the Resulting Issuer Shares to which such former Resolute Shareholder is entitled to receive, in accordance with its Letter of Transmittal (or other evidence of entitlement), all in accordance with the provisions of the Amalgamation Agreement.
(g) Additional Deliveries by Crossover at Closing . In addition to all other documents required hereunder to be delivered by Crossover to Resolute to complete the Qualifying Transaction, Crossover shall deliver to Resolute at Closing:

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(i) a certificate of status of Crossover;
(ii) a certificate of status of Subco;
(iii) a certified copy of the resolutions passed by the board of directors of Crossover approving this Agreement as well as the consummation of the transactions contemplated hereby and the Filing Statement;
(iv) a certified copy of the resolutions passed by the Crossover Shareholders approving, among other things, the Share Consolidation, the Name Change and Board Reconstitution;
(v) a certified copy of the resolutions passed by the board of directors of Subco approving the Amalgamation and certain other related matters;
(vi) a certified copy of the resolutions passed by the sole shareholder of Subco approving the Amalgamation and certain other related matters;
(vii) a certified copy of the constating documents of Crossover;
(viii)
- the certificates referred to in Section 8.2(a)(i) and 8.2(a)(ii);
(ix) the resignations and mutual releases referred to in Section 8.2(a)(v) and 8.2(a)(ix);
(x) evidence that Crossover is a reporting issuer in the Reporting Jurisdictions and is not in default of any of the provisions therein;
(xi) the TSXV Escrow Agreement duly executed by those directors, officers and shareholders of Crossover required by the policies of the TSXV to execute such agreement;
(xii) conditional approval of the TSXV of the Qualifying Transaction; and
(xiii) such other documents as are customary for transactions of the nature and magnitude of the Qualifying Transaction.
(h) Additional Deliveries by Resolute at Closing . In addition to all other documents required hereunder to be delivered by Resolute to Crossover to complete the Qualifying Transaction, Resolute shall deliver to Crossover at Closing:
(i) a certificate of status of Resolute;
(ii) a certified copy of the resolutions passed by the board of directors of Resolute approving this Agreement as well as the consummation of the transactions contemplated hereby and the Filing Statement;
(iii) a certified copy of the resolution passed by the Resolute Shareholders approving the Amalgamation;
(iv) a certified copy of the constating documents of Resolute;
(v) the certificates referred to in Sections 8.3(a)(i) and8.3(a)(ii);

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(vi) the TSXV Escrow Agreement duly executed by those directors, officers and shareholders of Resolute required by the policies of the TSXV to execute such agreement; and
(vii) such other documents as are customary for transactions of the nature and magnitude of the Qualifying Transaction.

ARTICLE 3 PUBLICITY

3.1 Publicity

So long as this Agreement is in effect, Crossover and Resolute shall advise, consult and cooperate with each other prior to issuing, or permitting any of their directors, officers, employees or agents to issue, any news release or other written public or private statement to the press with respect to this Agreement and the Qualifying Transaction contemplated hereby from the date hereof until the Qualifying Transaction Date. Each such Party shall not issue any such news release or make any such written public or private statement prior to such consultation, except as may be required by applicable Law or by obligations pursuant to any listing agreement with a stock exchange and only after using its reasonable efforts to consult with the other Party taking into account the time constraints to which it is subject as a result of such Law or obligation.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties of Resolute

Resolute hereby represents and warrants to Crossover, and acknowledges that Crossover is relying upon such representations and warranties, as follows:

(a) Resolute has been duly incorporated and is validly existing under the laws of the Province of Alberta and is current and up-to-date with all filings required to be made by it in such jurisdiction;
(b) Resolute has no operating Subsidiaries other than Resolute Resources Corp.;
(c) each Resolute Subsidiary has been duly incorporated and is validly existing under the laws its jurisdiction of formation and is current and up-to-date with all filings required to be made by it in such jurisdiction;
(d) Resolute has full corporate power, capacity and authority to undertake all steps of the Qualifying Transaction contemplated by this Agreement and the Amalgamation Agreement and to carry out its obligations hereunder and thereunder;
(e) the authorized capital of Resolute consists of an unlimited number of Resolute Shares, Class B shares, Class C shares, Class D shares, Class E shares, Class F shares and Class G shares, of which there are 42,068,200 Resolute Shares issued and outstanding as at the date hereof (and without giving effect to the Resolute Private Placement) and no shares of any other class outstanding; there are 3,500,000 options, each entitling the holder to acquire one Resolute Common Share at exercise prices of $0.10 per share and having terms of three (3) years from their respective issuance date; there are 625,000 broker warrants entitling the holder to acquire 625,000 Resolute Shares at a purchase price of $0.10 per share and having a term of three (3) years from their date of issuance;

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and there are no other options, warrants, rights, or convertible securities entitling their holder(s) to acquire securities of Resolute;

(f) other than as disclosed in the Resolute Financial Statements, Resolute has no material debt outstanding;
(g) Resolute is not a “reporting issuer” (as such term is defined in the Securities Act ) nor an associate of any reporting issuer and the Resolute Shares do not trade on any stock exchange;
(h) Resolute has all requisite corporate capacity, power and authority, and possesses all material certificates, authorizations, permits and licenses issued by the appropriate federal, provincial or municipal regulatory agencies or bodies necessary to conduct its business as now conducted by it and to own its assets and is in compliance in all material respects with such certificates, authorizations, permits or licenses and has not received any notice of proceedings relating to the revocation or modification of any such certificate, authorization, permit or license which, alone or in the aggregate, if the subject of an unfavourable decision, order, finding or ruling, would materially and adversely affect the conduct of the business, operations or financial condition of Resolute;
(i) each of this Agreement, the Amalgamation Agreement and the Filing Statement (collectively, the “ Documents ”) has been, or at the Effective Time will be, duly authorized, executed and delivered by Resolute and this Agreement constitutes a legal, valid and binding obligation of Resolute, enforceable against it in accordance with its terms, subject only to any limitation under bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws relating to or affecting the enforcement of creditors' rights generally, and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction;
(j) Resolute is the beneficial owner of the personal property described as being owned by it in the Documents with good and marketable title thereto free and clear of material liens, charges, encumbrances or adverse interests except as would not result in a Material Adverse Change in respect of Resolute;
(k) the entering into and the performance by Resolute of the transactions contemplated herein and in the Amalgamation Agreement, to the knowledge of Resolute:
(i) do not require any Regulatory Approval, except the approval of the TSXV;
(ii) will not contravene any statute or regulation of any Government Authority which is binding on Resolute where such contravention would materially and adversely affect the business, operations or condition (financial or otherwise) of Resolute; and
(iii) will not result in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the Governing Documents or resolutions of Resolute or any mortgage, note, indenture, contract or agreement, instrument, lease or other document to which Resolute is a party, or any judgment, decree or order or any term or provision thereof, which breach, conflict or default would materially and adversely affect the business, operations or condition (financial or otherwise) of Resolute;

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(l) Resolute has no associates (as such term is defined in the Securities Act ), and is not a partner, co-tenant, joint venturer or otherwise a participant in any partnership, co-tenancy, joint venture or other similar jointly owned business;
(m) Resolute is not subject to any obligation to make any investment in or to provide funds by way of loan, capital contribution or otherwise to any Persons;
(n) there are no suits, actions or litigation or arbitration proceedings or governmental proceedings in progress, pending or, to the knowledge of Resolute, contemplated or threatened, to which Resolute is a party or to which the property of Resolute is subject. There is not presently outstanding against Resolute any judgment, injunction, rule or order of any court, governmental department, commission, agency or arbitrator;
(o) all information that has been prepared by Resolute relating to its business, property and liabilities, disclosed or to be included in the Filing Statement, including all financial or operational information, was or will be true and correct in all material respects as at the date of such information, and no fact or facts have been or will be omitted therefrom which would make such information materially misleading other than future-oriented financial information which was subject to assumptions which were set out therein and which, in the opinion of Resolute, were reasonable under the circumstances;
(p) all filings and fees required to be made by Resolute pursuant to applicable Laws, if any, have been made and paid and such filings were true and accurate in all material respects as at the respective dates thereof;
(q) except as disclosed in writing by Resolute, all taxes (including income tax, capital tax, sales tax, excise tax, payroll taxes, employer health tax, workers' compensation payments, property taxes, custom 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 by Resolute and any of its subsidiaries have been paid as required by applicable Laws or provision has been made therefor in the financial statements of Resolute or its subsidiary, as the case may be, except for where the failure to pay such taxes would not constitute an adverse material fact of Resolute, or result in a Material Adverse Change to Resolute. All Tax returns, declarations, withholdings, remittances and filings required to be made or filed by Resolute or its subsidiaries have been made or filed with all appropriate Government Authorities as and when required by applicable Laws and all such returns, declarations, withholdings, remittances and filings are complete and accurate in all material respects and no material fact or facts have been omitted therefrom which would make any of them misleading except where the failure to file such documents would not constitute an adverse material fact of Resolute, or result in a Material Adverse Change to Resolute. To the knowledge of Resolute: (i) no audit or examination of any Tax return of Resolute or its subsidiaries by any Government Authority is currently in progress nor has Resolute or its subsidiaries been notified in writing or otherwise of any request for such an audit or examination; and (ii) there are no issues or disputes outstanding with any Government Authority respecting any Taxes that have been paid, or may be payable, by Resolute or its subsidiaries. There are no agreements with any taxation authority providing for an extension of time for any assessment or reassessment of Taxes with respect to Resolute or its subsidiaries. Resolute is a “taxable Canadian corporation” as defined in the Income Tax Act (Canada);
(r) the Resolute Financial Statements have been, or will be, prepared in accordance with IFRS, present fairly, in all material respects, the financial position of Resolute as at such

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dates and do not omit to state any material fact that is required by IFRS or by applicable Laws to be stated or reflected therein or which is necessary to make the statements contained therein not misleading;

(s) there is no Person acting or purporting to act at the request of Resolute who is entitled to any brokerage or finder's fee from Resolute in connection with the transactions contemplated herein, other than the Agent in respect of the Resolute Private Placement;
(t) since the date of its incorporation, Resolute has not, directly or indirectly, declared or paid any dividend or declared or made any other distribution on any of its shares or securities of any class, or, directly or indirectly, redeemed, purchased or otherwise acquired any of its shares or securities or agreed to do any of the foregoing;
(u) Resolute is not a party to nor bound nor affected by any commitment, agreement or document containing any covenant which expressly limits the freedom of Resolute to compete in any line of business, or to transfer or move any of its respective assets or operations or which materially or adversely affects the business practices, operations or condition of Resolute or which would prohibit or restrict Resolute from entering into and completing the Qualifying Transaction;
(v) Resolute is not a party to any agreement which in any manner affects the voting control of any of the Resolute Shares or other securities of Resolute, which will terminate in accordance with their terms at or upon the completion of the Qualifying Transaction;
(w) Resolute has conducted and is conducting its business in compliance in all material respects with all applicable Laws of each jurisdiction in which it carries on business;
(x) any and all operations of Resolute, and, to the best of Resolute’s knowledge, any and all operations by third parties, on or in respect of the assets and properties of Resolute, including the Resolute Properties, have been conducted in accordance with good oilfield practice;
(y) although it does not warrant title to the Resolute Properties, Resolute does not have reason to believe that it or its subsidiary 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 Change in respect of Resolute, the Resolute Properties are free and clear of adverse claims created by, through or under Resolute or those arising in the ordinary course of business, and that to its knowledge, Resolute holds the Resolute Properties under valid and subsisting leases, permits, concessions, concession agreements, contracts, subleases, reservations or other agreements;
(z) Resolute or its subsidiary have 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 Change in respect of Resolute;
(aa) 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 Change in respect of Resolute, all rentals, royalties, overriding royalty interests, production payments, net

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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 Resolute have been, in all material respects: (i) paid; (ii) performed; or (iii) provided for prior to the date hereof;

(bb) there is no material adverse claim against or challenge to the title or ownership of Resolute or of the Resolute Subsidiary, or their respective ownership of, the Petroleum and Natural Gas Interests;
(cc) Resolute or a Resolute Subsidiary has the exclusive right to deal with the Petroleum and Natural Gas Interests;
(dd) 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 Resolute, there are no earn-in rights, rights of first refusal, royalty rights or similar provisions affecting any of the Resolute Properties;
(ee) there are no material restrictions on the ability of Resolute or the Resolute Subsidiary to use, transfer or exploit the Petroleum and Natural Gas Interests, except pursuant to the applicable Laws;
(ff) neither Resolute nor the Resolute Subsidiary has 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 Resolute or the Resolute Subsidiary in any of Petroleum and Natural Gas Interests and, to the knowledge of Resolute, 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;
(gg) Resolute 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;
(hh) to the best of Resolute’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 Resolute, in respect of Resolute:
(i) it is not in violation of any applicable federal, provincial, state, municipal or local laws, regulations, orders, government decrees or ordinances with respect to environmental health or safety matters (collectively, the " 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 Resolute;

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(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 Resolute 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 Resolute;
(vi) any demand or notice with respect to the material breach of any environmental, health or safety law applicable to Resolute 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 Resolute 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;
(ii) to the best of Resolute’s knowledge, all wells located on any lands in which Resolute 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;
(jj) any and all operations of Resolute and to the best of Resolute’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;
(kk) Resolute is not aware of any pending or contemplated change to any applicable Law or governmental position that would materially affect the business of Resolute as currently conducted or the legal environment under which Resolute operates;
(ll) Resolute does not have any loan or other indebtedness outstanding which has been made to any of its shareholders, directors, officers or employees, past or present, or any Person with which it does not deal at “arm's length” (within the meaning of such term for purposes of the Income Tax Act (Canada));
(mm) on or before the Qualifying Transaction Date, Resolute and its securityholders and its board of directors will have taken all necessary actions, steps and corporate and other proceedings to approve or authorize, validly and effectively, the entering into, and the

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execution, delivery and performance of this Agreement and the Amalgamation Agreement;

(nn) the material contracts of Resolute previously disclosed in writing to Crossover and to be listed in the Filing Statement are the only material contracts currently in effect, neither Resolute, nor to the knowledge of Resolute any other party thereto, is in material breach of any such contract. The Filing Statement will contain a complete and accurate list of all the material contracts;
(oo) there has never been a “disagreement” (within the meaning of NI 51-102) with the current auditors of Resolute;
(pp) the only officers and directors of Resolute are as hereinafter set forth:

Name Bradley Parkes Kiernan Lynch Alexander Lindsay Neil Bothwell Curtis Labelle Chris Wolfenberg	Office Chief Executive Officer, Corporate Secretary and Director President and Director Chief Operating Officer and Director Chief Financial Officer and Director Director Director

(qq) as of the date hereof, the corporate records and minute books of Resolute are, in all material respects, complete and accurate;
(rr) the issued and outstanding Resolute Shares have been duly authorized, allotted and issued as fully paid, non-assessable shares in the capital of Resolute and in compliance in all material respects with all applicable Laws, and sufficient Resolute Shares have been authorized and reserved for issuance upon the due exercise of any options of Resolute;
(ss)
Resolute is not a non-resident for purposes of the Income Tax Act (Canada);
(tt) Resolute does not own, nor, to the knowledge of Resolute, does any director, officer or shareholder thereof own, directly or indirectly, or exercise control or direction over, Crossover Shares in excess of 5% of Crossover’ issued and outstanding common shares on a fully diluted basis;
(uu) none of the information furnished to Crossover, its Representatives and counsel relating to Resolute, including, without limitation, all financial information, contains, to the knowledge of Resolute, any misrepresentation; and
(vv) Resolute will further provide representations and warranties as reasonably requested by Crossover, in writing, upon Crossover’s having completed its review of the Geological Report.

4.2 Representations and Warranties of Crossover

Crossover hereby represents and warrants to Resolute, and acknowledges that Resolute is relying upon such representations and warranties, as follows:

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(a) Crossover has been duly incorporated and is validly existing under the Laws of the Province of Ontario and Subco has been duly incorporated and is validly existing under the Laws of the Province of Alberta. Crossover and Subco are current and up-to-date with all filings required to be made by each of them in such jurisdiction with the exception of holding its annual meeting of shareholders, or as otherwise disclosed in writing to Resolute;
(b) Subco will, upon its incorporation, be duly incorporated and validly existing under the laws of the Province of Alberta and current and up-to-date with all filings required to be made by it in such jurisdiction;
(c) Crossover has, and Subco on the Qualifying Transaction Date will have, full corporate power, capacity and authority to undertake all steps of the Qualifying Transaction contemplated by this Agreement and the Amalgamation Agreement and, in the case of Crossover, to carry out its obligations under this Agreement and the Amalgamation Agreement, and, in the case of Subco, to carry out its obligations under the Amalgamation Agreement;
(d) the authorized capital of Crossover consists of an unlimited number of Crossover Shares of which 16,500,000 Crossover Shares are issued and outstanding as at the date hereof. Upon its incorporation, the authorized capital of Subco consists of an unlimited number of common shares, of which one common share is issued to Crossover;
(e) Crossover is a reporting issuer, or the equivalent thereof, in the provinces of British Columbia, Alberta, Saskatchewan and Ontario (collectively, the “ Reporting Jurisdictions ”) and is not in default of any requirement of the applicable securities Laws of each of the Reporting Jurisdictions and other regulatory instruments of the Securities Authorities;
(f) the issued and outstanding Crossover Shares are listed and posted for trading on the TSXV and no order ceasing or suspending trading in any securities of Crossover is currently outstanding and no proceedings for such purpose are pending or, to the knowledge of Crossover, threatened (although the Crossover Shares are currently halted in accordance with the Policy following the announcement of the Qualifying Transaction;
(g) Crossover is a “CPC” (as such term is defined in the Policy) and the Amalgamation will constitute Crossover's “Qualifying Transaction” (as such term is defined in the Policy) and Crossover has to date complied with all of the requirements contained in the Policy;
(h) Crossover is or will be on the Qualifying Transaction Date, the registered and beneficial owner of the only issued and outstanding common share of Subco and neither Crossover nor Subco are a party to or have granted any agreement, warrant, option or right or privilege capable of becoming an agreement for the purchase, subscription or issuance of any securities of Subco or securities convertible into or exchangeable for any securities of Subco, other than pursuant to the Amalgamation Agreement;
(i) Crossover is not a partner, co-tenant, joint venturer or otherwise a participant in any partnership, co-tenancy, joint venture or other similar jointly owned business;
(j) Crossover has no assets other than cash or cash equivalents, has not commenced any commercial operations and has not and will not carry on any business other than the identification and evaluation of assets or businesses with a view to completing a potential “Qualifying Transaction” (as such term is defined in the Policy);

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(k) Crossover and Subco on the Qualifying Transaction Date will have all requisite corporate capacity, power and authority, and possess all material certificates, authorizations, permits and licenses issued by the appropriate federal, provincial or municipal regulatory agencies or bodies necessary to conduct the business as then conducted by them and which they shall conduct and to own their assets and Crossover and Subco on the Qualifying Transaction Date will be, in compliance in all material respects with such certificates, authorizations, permits or licenses and not then received any notice of proceedings relating to the revocation or modification of any such certificate, authorization, permit or license which, alone or in the aggregate, if the subject of an unfavourable decision, order, finding or ruling, would materially and adversely affect the conduct of the business, operations, financial condition, income or future prospects of Crossover and Subco, taken as a whole;
(l) each of the Documents has been, or at the Effective Time will be, duly authorized, executed and delivered by Crossover or Subco, as applicable, and this Agreement constitutes a legal, valid and binding obligation of Crossover and Subco, enforceable against each of them in accordance with its terms, subject only to any limitation under bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws relating to or affecting the enforcement of creditors' rights generally, and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction;
(m) Crossover has not entered into, solicited or initiated enquiries from, or the submission of proposals or offers from, any other party or participated in any discussions or negotiations regarding, any transaction that could constitute a Qualifying Transaction or involves a recapitalization, restructuring, amalgamation, arrangement, merger, consolidation, business combination or joint venture with any other party;
(n) the entering into and the performance by Crossover and Subco of the transactions contemplated herein and in the Amalgamation Agreement:
(i) do not require any Regulatory Approval, except that which may be required under the policies of the TSXV;
(ii) will not contravene any statute or regulation of any Government Authority which is or will be binding on Crossover or Subco, as the case may be, where such contravention would materially and adversely affect the business, operations or condition (financial or otherwise) of Crossover and Subco, taken as a whole; and
(iii) will not result in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the Governing Documents or resolutions of Crossover or Subco or any mortgage, note, indenture, contract or agreement, instrument, lease or other document to which Crossover is a party, or any judgment, decree or order or any term or provision thereof, which breach, conflict or default would materially and adversely affect the business, operations or condition (financial or otherwise) of Crossover and Subco, taken as a whole;
(o) there are no suits, actions or litigation or arbitration proceedings or governmental proceedings in progress, pending or, to the knowledge of Crossover, contemplated or threatened, to which Crossover is a party or to which the property of Crossover is subject. There is not presently outstanding against Crossover any judgment, injunction, rule or order of any court, governmental department, commission, agency or arbitrator;

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(p) there are no material liabilities of Crossover, whether direct, indirect, absolute, contingent or otherwise, which are not disclosed or reflected in the Crossover Financial Statements, except those incurred in the ordinary course of business or pursuant to the Qualifying Transaction; there are no material liabilities of Subco, whether direct, indirect, absolute, contingent or otherwise;
(q) the Crossover Financial Statements have been, or will be, prepared in accordance with IFRS, present fairly, in all material respects, the financial position of Crossover as at such dates and do not omit to state any material fact that is required by IFRS or by applicable Laws to be stated or reflected therein or which is necessary to make the statements contained therein not misleading;
(r) all information that has been prepared by Crossover relating to Crossover or Subco and Crossover's business, property and liabilities and either publicly disclosed or disclosed or provided to Resolute and which will be included in the Filing Statement, including all financial and operational information, is or will be, as of the date of such information, true and correct in all material respects, and no fact or facts will have been omitted therefrom which would make such information materially misleading;
(s) all filings and fees required to be made by Crossover, and to be made by Subco, pursuant to applicable Laws have or will be made and paid and such filings were or will be true and accurate as at the respective dates thereof and Crossover has not filed any confidential material change reports. The Public Information Record relating to Crossover does not contain a misrepresentation at the time of filing that has not been corrected since filing;
(t) all Taxes due and payable by Crossover have been paid as required by applicable Laws or provision has been made thereof in the Crossover Financial Statements. All tax returns, declarations, withholdings, remittances and filings required to be made or filed by Crossover have been made or filed with all appropriate Government Authorities as and when required by applicable Laws and all such returns, declarations, withholdings, remittances and filings, as applicable, are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading, except where the failure to file such documents would not constitute an adverse material fact of Crossover or result in a Material Adverse Change to Crossover. No examination or audit of any Tax return of Crossover by any Government Authority is currently in progress and there are no issues or disputes outstanding with any Government Authority respecting any Taxes that have been paid, or may be payable, by Crossover nor has Crossover been notified in writing or otherwise of any request for such an audit or examination. There are no agreements with any taxation authority providing for an extension of time for any assessment or reassessment of Taxes with respect to Crossover and Crossover is not liable for, nor do any circumstances exist that would render Crossover liable for, Taxes of any other Person. Each of Crossover and Subco is a “taxable Canadian corporation” as defined in the Income Tax Act (Canada);
(u) other than as disclosed in writing to Resolute, there is no Person acting or purporting to act at the request of Crossover who is entitled to any brokerage or finder's fee in connection with the transactions contemplated herein;
(v) since the date of its incorporation, Crossover has not, directly or indirectly, declared or paid any dividend or declared or made any other distribution on any of its shares or securities of any class, or, directly or indirectly, redeemed, purchased or otherwise acquired any of its shares or securities or agreed to do any of the foregoing;

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(w) there is not, in their respective Governing Documents or in any agreement, mortgage, note, debenture, indenture or other instrument or document to which Crossover or Subco is a party, any restriction upon or impediment to, the declaration or payment of dividends by the directors of Crossover or Subco or the payment of dividends by Crossover or Subco to the holders of their securities;
(x) neither Crossover nor Subco are parties to any debt instrument or any agreement, contract or commitment to create, assume or issue any debt instrument;
(y) neither Crossover nor Subco are parties to any agreement, nor is Crossover or Subco aware of any agreement, which in any manner affects or will affect the voting control of any of the Crossover Shares, the Resulting Issuer Shares or other securities of Crossover or Subco;
(z) Crossover and Subco will each have conducted their respective business in compliance in all material respects with all applicable Laws of each jurisdiction in which it carries on business and with all Laws material to its operations;
(aa) neither Crossover nor Subco have any loan or other indebtedness outstanding which has been made to any of its shareholders, directors, officers or employees, past or present, or any Person with which it does not deal at “arm's length” (within the meaning of such term for purposes of the Income Tax Act (Canada)) and the value of consideration paid or received by Crossover and Subco in respect of the acquisition, sale or transfer or property or the provision of any services to or from any person with whom it does not deal at “arm's length” (as defined for purposes of the Income Tax Act ( Canada)) has, been equal to the fair market value of such property acquired, sold or transferred or services provided. Crossover has never had any dealings with any non-resident (as such term is defined in the Income Tax Act (Canada)) with whom it did not, at the time of such dealing, deal at “arm's length” (within the meaning of such term for purposes of the Income Tax Act (Canada));
(bb) on or before the Qualifying Transaction Date, Crossover, Subco and their respective boards of directors and shareholders will have taken all necessary actions, steps and corporate and other proceedings to approve or authorize, validly and effectively, the entering into, and the execution, delivery and performance, of this Agreement and the Amalgamation Agreement;
(cc) other than Subco, Crossover has no Subsidiaries and does not own any securities issued by, or any equity or ownership interest in, any other Persons. Crossover is not subject to any obligation to make any investment in or to provide funds by way of loan, capital contribution or otherwise to any Persons;
(dd) Subco has no Subsidiaries and does not own any securities issued by, or any equity or ownership interest in, any other Persons. Subco is not subject to any obligation to make any investment in or to provide funds by way of loan, capital contribution or otherwise to any Persons;
(ee) the only officers and directors of Crossover are as hereinafter set forth:

Name Office

David Mitchell

Chief Executive Officer, Chief Financial Officer, Secretary and Director

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Terry Lynch Director Matthew Goldman Director Kiernan Lynch Director Lawrence Guy Director

(ff) as of the date hereof, the corporate records and minute books of Crossover and Subco are, in all material respects, complete and accurate in accordance with applicable Laws;
(gg) the issued and outstanding Crossover Shares have been duly authorized, validly allotted and issued as fully paid, non-assessable shares in the capital of Crossover and in compliance in all material respects with applicable corporate and securities Laws. The Resulting Issuer Shares to be issued in connection with the Qualifying Transaction (including, without limitation, the Resulting Issuer Shares issuable upon the due exercise of the Replacement Resulting Issuer Options, the Replacement Resulting Issuer Warrants and the Replacement Resulting Issuer Broker Warrants) will be, at the Effective Time, duly authorized, validly allotted and, except with respect to the Resulting Issuer Shares issuable upon the due exercise of the Replacement Resulting Issuer Options, the Replacement Resulting Issuer Warrants and the Replacement Resulting Issuer Broker Warrants, issued as fully paid, non-assessable shares in the capital of Crossover and in compliance with applicable corporate and securities Laws;
(hh) to the knowledge of Crossover, there are no shareholders' agreements, pooling agreements, voting trusts or other similar agreements with respect to the ownership or voting of any of the Crossover Shares, other than the CPC Escrow Agreement (as such term is defined in the Policy) between Crossover, TSX Trust Company, as escrow agent, and certain holders of Crossover Shares;
(ii) none of the information furnished to Resolute, its Representatives and counsel relating to Crossover or Subco, including, without limitation, all financial information, contains, to the knowledge of Crossover, any misrepresentation; and
(jj) there has never been a “disagreement” (within the meaning of NI 51-102) with the past or present auditors of Crossover.

4.3 Survival

The representations and warranties of each of Crossover and Resolute contained herein shall not survive the Amalgamation.

ARTICLE 5 CONDUCT OF BUSINESS

5.1 Conduct of Business by the Parties

Except as required by Law or as otherwise expressly permitted or specifically contemplated by this Agreement, each of Crossover and Resolute covenants and agrees that, during the period from the date of this Agreement until the earlier of either the Effective Time or the time that this Agreement is terminated in accordance with its terms, unless the other Party shall otherwise consent in writing, such consent not to be unreasonably withheld:

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(a) each of Crossover, Subco, and Resolute shall conduct business in, and not take any action except in, the usual and ordinary course of business and consistent with past practice, and shall use all commercially reasonable efforts to maintain and preserve its business organization, assets, employees and advantageous business relationships;
(b) Crossover shall not, directly or indirectly, take any action which would be reasonably expected to result in the delisting of the Crossover Shares or the Resulting Issuer Shares from, or a suspension of trading of the Crossover Shares or the Resulting Issuer Shares on, the TSXV and shall comply, in all material respects, with the rules and policies thereof;
(c) none of Crossover, Subco or Resolute shall, directly or indirectly:
(i) amend its Governing Documents (except in the case of Crossover, in connection with the Share Consolidation and the Name Change);
(ii) declare, set aside or pay any dividend or other distribution or payment (whether in cash, shares or property) in respect of its shares owned by any Person other than inter-corporate loans and advances;
(iii) issue, grant, sell or pledge or agree to issue, grant, sell or pledge any shares, or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, shares except in connection with (i) any options, warrants or other rights outstanding as of the date hereof, or (ii) the Resolute Private Placement;
(iv) redeem, purchase or otherwise acquire any of its outstanding shares or other securities including, without limitation, under an issuer bid;
(v) split, combine or reclassify any of its shares (except in the case of Crossover in connection with the Share Consolidation);
(vi) reduce its stated capital; or
(vii) enter into or modify any contract, agreement, commitment or arrangement with respect to any of the foregoing, except as permitted above;
(d) none of Crossover, Subco or Resolute shall, other than in accordance with this Agreement, directly or indirectly, do any of the following:
(i) sell, pledge, dispose of or encumber any assets, other than in the case of Resolute in the ordinary course of business;
(ii) acquire (by merger, amalgamation, consolidation or acquisition of shares or assets) any corporation, partnership or other business organization or division thereof, or make any investment either by purchase of shares or securities, contributions of capital or property transfer;
(iii) acquire any material assets other than in the case of Resolute in the ordinary course of its business;
(iv) other than in the case of Resolute only in the ordinary course of business, incur any indebtedness for borrowed money, other than pursuant to existing facilities, or any other material liability or obligation or issue any debt securities or assume, guarantee, endorse or otherwise as an accommodation become responsible for

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the obligations of any other individual or entity, or make any loans or advances, other than routine advances to their respective directors, officers or employees, and fees payable to legal and accounting advisors and reasonable fees payable to legal, accounting, engineering and financial advisors in connection with the Qualifying Transaction and matters contemplated by this Agreement;

(v) enter into any transaction or material agreement not in the ordinary course of business;
(vi) authorize, recommend or propose any release or relinquishment of any material contractual right;
(vii) waive, release, grant or transfer any material rights of value or modify or change in any material respect any existing material license, lease, contract or other material document;
(viii) other than as permitted for Resolute pursuant to Section 5.1(f), enter into any agreements with its directors or officers or their respective associates (as such term is defined in the Securities Act to apply other than in respect of Part XX of the Securities Act ); or
(ix) authorize or propose any of the foregoing, or enter into or modify any contract, agreement, commitment or arrangement to do any of the foregoing;
(e) none of Crossover, Subco or Resolute shall, directly or indirectly, enter into new commitments of a capital expenditure nature or incur any new contingent liabilities other than: (i) in the case of Resolute only, ordinary course expenditures; (ii) expenditures required by applicable Laws; and (iii) expenditures expressly contemplated by this Agreement;
(f) for greater certainty, Resolute may grant to any director or officer an increase in compensation in any form, grant any general salary increase in accordance with the requirements of any existing collective bargaining or union contracts, grant to any other employee any increase in compensation in any form which are routine increases in the ordinary course of business consistent with past practice, take any action with respect to the grant of any severance or termination pay arising from the Qualifying Transaction or a change of control of any Party or the entering into of any employment agreement with, any director or senior officer, or with respect to any increase of benefits payable under its current severance or termination pay policies; and
(g) none of Crossover, Subco or Resolute shall, directly or indirectly, adopt or amend or make any contribution to any bonus, profit sharing, option, deferred compensation, insurance, incentive compensation, other compensation or other similar plan, agreement, trust, fund or arrangements for the benefit of employees, except as is necessary to comply with applicable Laws or with respect to existing provisions of any such plans, programs, arrangements or agreements or in order to comply with the Qualifying Transaction.

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ARTICLE 6 COVENANTS

6.1 Representations and Warranties

(a) Resolute covenants and agrees that from the date hereof:
(i) it shall not take any action, or fail to take any action, which would or may reasonably be expected to result in the representations and warranties set out in Section 4.1 (other than Section 4.1(b) or 4.1(e)) being untrue in any material respect at any time prior to the earlier of the Closing or the termination of this Agreement in accordance with its terms; and
(ii) it shall use commercially reasonable efforts to maintain and preserve all of its rights under its Petroleum and Natural Gas Interests.
(b) Crossover covenants and agrees that from the date hereof, it shall not take any action, or fail to take any action, which would or may reasonably be expected to result in the representations and warranties set out in Section 4.2 being untrue in any material respect at any time prior to the earlier of the Closing or the termination of this Agreement in accordance with its terms.

6.2 Notice of Material Change

(a) From the date hereof until the earlier of the Closing or the termination of this Agreement, each Party shall promptly notify the other Party in writing of:
(i) any material change (actual, anticipated, contemplated or, to the knowledge of such Party, threatened, financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of such Party, taken as a whole;
(ii) any change in the facts relating to any representation or warranty set out in Section 4.1 or Section 4.2 hereof, as applicable, which change is or may be of such a nature as to render any such representation or warranty misleading or untrue in a material respect; or
(iii) any material fact which arises and which would have been required to be stated herein had the fact arisen on or prior to the date of this Agreement.
(b) Each of Crossover and Resolute shall in good faith discuss with the other any change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there may be a reasonable question as to whether notice need be given to the other pursuant to this Section.

6.3 Standstill

(a) During the period commencing on the date hereof and terminating upon the earlier of:
(i) the Qualifying Transaction Date, and
(ii) the date that this Agreement is terminated pursuant to Section 9.1,

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Resolute, shall not, nor shall any of its Representatives, directly or indirectly, alone or jointly or in concert with any other Person (except in accordance with this Agreement):

  - (A) acquire or agree to acquire, or make any proposal or make any offer to acquire, in any manner, either directly or indirectly, any assets or securities of Crossover or any Subsidiary thereof, including, without limitation, commencing any “take-over bid” (within the definition of such term in the Act or the _Securities Act_ ) for any securities of Crossover (provided that the provisions hereof shall not be interpreted to prohibit the Parties or their Affiliates from continuing to conduct business with the other Parties in the ordinary course and consistent with past practice);

  - (B) solicit proxies from, or otherwise attempt to influence the conduct of, holders of securities of Crossover;

  - (C) form, join or in any way participate as a “control person” as such term is defined in the _Securities Act_ with respect to the equity of Crossover; or

  - (D) other than in the ordinary course of business, engage in any discussions or negotiations or enter into any agreement, commitment or understanding, or otherwise act jointly or in concert with any third party to propose or effect any business combination, equity or asset transaction of any nature or kind with respect to Crossover or its Affiliates, or to influence the conduct of Crossover, its Affiliates or its directors.

(b) During the period commencing on the date hereof and terminating upon the earlier of:
(i) the Qualifying Transaction Date, and
(ii) the date that this Agreement is terminated pursuant to Section 9.1,

Resolute shall not, directly or indirectly, provide or cause to be provided any information with respect to itself or its Subsidiaries, or directly or indirectly solicit, initiate, entertain or consider any offer, negotiation or expression of intent or in any manner encourage, recommend or agree to any proposal or offer of any other potential transaction or otherwise cooperate with, assist or participate in, facilitate or encourage any effort or attempt with respect to:

(A) the sale or issuance of any shares or securities convertible into shares of Crossover or its Subsidiaries other than as contemplated in this Agreement or pursuant to the exercise of presently outstanding options or share purchase warrants, without the prior written consent of Crossover; or
(B) the sale, disposition or exchange of assets of Crossover or its Subsidiaries, outside of the ordinary course of business without the prior written consent of Crossover,

provided, however, that nothing contained herein shall prohibit Resolute from (i) satisfying obligations under existing contractual obligations; (ii) completing the Qualifying Transaction; (iii) making another proposal to the board of directors of Crossover relating to a business combination, equity or asset transaction; (iv) responding as required by law to any unsolicited submission or proposal regarding any acquisition or disposition of

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assets, an unsolicited take-over bid or proposal to amalgamate, merge or effect an arrangement or any unsolicited acquisition proposal generally or make any disclosure required to its shareholders with respect thereto which, in the judgment of the board of directors acting reasonably or upon the advice of counsel, is required under applicable Laws; and (v) engaging in discussions with financial institutions or investment bankers. Resolute acknowledges that any such procedures are subject to Section 12.1 hereof and will not be contested by Resolute, whether by way of judicial or regulatory process or otherwise.

6.4 Other Covenants

(a) Each of the Parties covenants and agrees that it shall:
(i) use all commercially reasonable efforts to consummate the Qualifying Transaction and all matters described in the Filing Statement, including, in respect of Crossover, the incorporation of Subco, subject only to the terms and conditions hereof and thereof; and
(ii) use all commercially reasonable efforts to obtain all required Regulatory Approvals.
(b) Each of the Parties covenants and agrees that it shall not:
(i) other than in connection with the Share Consolidation, split, consolidate or reclassify any of its outstanding securities, nor declare, set aside or pay any dividends on or make any other distributions on or in respect of its outstanding securities, except as contemplated hereby; and
(ii) other than in connection with the Qualifying Transaction, reorganize, amalgamate or merge with any other Person, nor acquire by amalgamating, merging or consolidating with, purchasing a majority of the voting securities or substantially all of the assets of, or otherwise acquire, any business or Person which acquisition or other transaction would reasonably be expected to prevent, materially delay or materially alter the Qualifying Transaction as contemplated herein.

6.5 Subco Shareholder Meeting

Crossover, as sole shareholder of Subco, shall waive notice of and its attendance at a meeting of the shareholders of Subco to approve the Amalgamation and shall sign a resolution in writing of the sole shareholder of Subco approving the Amalgamation.

ARTICLE 7 MUTUAL COVENANTS

7.1 Other Filings

The Parties shall, as promptly as practicable hereafter, prepare and file all filings required under applicable Laws relating to the Qualifying Transaction.

7.2 Additional Agreements

Subject to the terms and conditions of this Agreement and subject to fiduciary obligations under applicable Laws, each of the Parties hereto agrees to use all commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable

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to consummate and make effective as promptly as practicable by May 31, 2023 the Qualifying Transaction as contemplated in this Agreement and to cooperate with each other in connection with the foregoing, including, as applicable, using commercially reasonable efforts:

(a) to obtain all necessary waivers, consents and approvals from other parties to material agreements, leases and other contracts or agreements;
(b) to defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the Qualifying Transaction;
(c) to cause to be lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the Qualifying Transaction; and
(d) to effect all necessary registrations and other filings and submissions of information requested by Government Authorities.

ARTICLE 8 CONDITIONS

8.1 Mutual Conditions Precedent

(a) The respective obligations of Crossover and Resolute to complete each step of the Qualifying Transaction contemplated by this Agreement shall be subject to the satisfaction, on or before the Qualifying Transaction Date, of the following conditions precedent, each of which may be waived only by the mutual consent of Crossover and Resolute:
(i) the Parties shall have received all necessary Regulatory Approvals and such other court and third party consents, orders (both interim and final), approvals and authorizations as may be required in respect of the Qualifying Transaction, the Share Consolidation and the Name Change, including, but not limited to, receipt of all necessary approvals from the TSXV for the listing thereon of the Resulting Issuer Shares issuable in connection with the Amalgamation (as required by Section 8.1(a)(iv)) and the other transactions contemplated hereby, all such consents and approvals to be on terms and conditions reasonably acceptable to the Parties;
(ii) the requisite approval of the Crossover Shareholders of the Share Consolidation, the Name Change, the Equity Incentive Plan and the Board Reconstitution shall have been obtained in accordance with applicable Laws;
(iii) Crossover shall have completed the Share Consolidation and the Name Change;
(iv) the Resulting Issuer Shares to be issued upon completion of the Amalgamation and the Resulting Issuer Shares issuable upon the due exercise of the Replacement Resulting Issuer Options, the Replacement Resulting Issuer Warrants and the Replacement Resulting Issuer Broker Warrants shall have been accepted for listing by the TSXV, subject to Crossover fulfilling the TSXV's usual and ordinary listing requirements, and each of Crossover and Resolute shall be satisfied, acting reasonably, that the conditions set forth in the TSXV conditional approval will be met as of or within a reasonable period of time after the Qualifying Transaction Date;

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(v) the requisite approval of the Resolute Shareholders of the Amalgamation shall have been obtained in accordance with applicable Laws;
(vi) completion of the Resolute Private Placement for minimum gross proceeds of $4 million;
(vii) the TSXV Escrow Agreement shall have been entered into with all of the Persons required to be parties thereto under the policies of the TSXV;
(viii) Dissent Rights shall not have been exercised by Resolute Shareholders in respect of a total number of Resolute Shares which exceeds 5% of the outstanding Resolute Shares immediately prior to the Effective Time;
(ix) no Material Adverse Change shall have occurred with respect to the business, property, assets, prospects or financial and operational condition of each Party;
(x) this Agreement shall not have been terminated pursuant to Article 9; and
(xi) no act, action, suit or proceeding shall have been threatened or taken before or by any domestic or foreign court, tribunal or governmental agency or other regulatory authority or administrative agency or commission by any elected or appointed public official or private Person in Canada, the United States or elsewhere, and no law, regulation or policy shall have been proposed, enacted, promulgated or applied, the effect of which is to cease trade, enjoin, prohibit or impose material limitations or conditions on either of the Parties or which, if the Qualifying Transaction were completed, would result in the occurrence of a Material Adverse Change to either Crossover or Resolute.
(b) If any of the above conditions shall not have been satisfied or waived by the Parties on or before Closing or, if earlier, the date required for the performance thereof, then a Party may terminate this Agreement in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by the Party terminating the Agreement. In the event that the failure to satisfy any one or more of the above conditions precedent results from a default by a Party of its obligations under this Agreement and if such condition(s) precedent would have been satisfied but for such default, such defaulting Party shall not rely on such failure (to satisfy one or more of the above conditions) as a basis for its own non-compliance with its obligations under this Agreement.

8.2 Additional Conditions Precedent to the Obligations of Resolute

(a) The obligations of Resolute to complete the Qualifying Transaction contemplated by this Agreement shall also be subject to the satisfaction, on or before the Qualifying Transaction Date, of each of the following conditions precedent (each of which is for the exclusive benefit of Resolute and may be waived by Resolute and any one or more of which, if not satisfied or waived, will relieve Resolute of any obligation under this Agreement):
(i) the representations and warranties of Crossover set forth in this Agreement that are qualified by materiality or Material Adverse Change qualifications shall be true and correct in all respects and all other representations and warranties of Crossover set forth in this Agreement shall be true and correct in all material respects except where any failure of such representations and warranties to be

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so true and correct would not, either individually or in the aggregate, have a Material Adverse Change, in each case as of the Qualifying Transaction Date as if made on and as of such date except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be accordingly true and correct as of such earlier date, and Crossover shall have delivered a certificate confirming same to Resolute, executed by a senior officer of Crossover, (without personal liability), addressed to Resolute and dated the Qualifying Transaction Date;

(ii) Crossover shall have fulfilled or complied in all respects with its covenants and obligations contained in this Agreement to be fulfilled or complied with by it on or prior to the Qualifying Transaction Date, and Crossover shall have delivered a certificate confirming same to Resolute, executed by a senior officer of Crossover (without personal liability), addressed to Resolute and dated the Qualifying Transaction Date;
(iii) Crossover shall be a “reporting issuer” in good standing in the Reporting Jurisdictions and neither Crossover nor its shares shall be the subject of any cease trade order in any jurisdiction;
(iv) the board of directors of Crossover and Subco and the holders of Crossover Shares and Subco Shares shall have adopted all necessary resolutions and all other necessary corporate actions shall have been taken by each to permit the consummation of the Qualifying Transaction and the transactions contemplated therewith (including, without limitation, the Amalgamation);
(v) the resignation of each of the directors and officers of Crossover and Subco, as directed by Resolute, shall have been tendered, respectively;
(vi) the completion of the Share Consolidation, Name Change and Board Reconstitution;
(vii) if required by the Agents, the Crossover Lock-Up Agreements shall have been entered into;
(viii) the satisfactory completion of due diligence investigations of Crossover and Subco to confirm the accuracy of disclosures made in the Filing Statement;
(ix) mutual releases, in form satisfactory to Resolute, acting reasonably, of each of the directors and officers of Crossover and Subco shall have been delivered to Crossover and Subco, as applicable; and
(x) Crossover shall have taken all necessary steps to change its auditor to the auditor of Resolute.
(b) If any of the above conditions in Section 8.2(a) shall not have been complied with or waived by Resolute on or before Closing, then Resolute may terminate this Agreement in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by Resolute. In the event that the failure to satisfy any one or more of the above conditions precedent results from a default by Resolute of its obligations under this Agreement and if such condition(s) precedent would have been satisfied but for such default, Resolute shall not rely on such failure (to satisfy

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one or more of the above conditions) as a basis for its own non-compliance with its obligations under this Agreement.

8.3 Additional Conditions Precedent to the Obligations of Crossover

(a) The obligations of Crossover to complete the Qualifying Transaction contemplated by this Agreement shall also be subject to the satisfaction, on or before the Qualifying Transaction Date, of each of the following conditions precedent (each of which is for the exclusive benefit of Crossover and may be waived by Crossover and any one or more of which, if not satisfied or waived, will relieve Crossover of any obligation under this Agreement):
(i) the representations and warranties of Resolute set forth in this Agreement that are qualified by materiality or Material Adverse Change qualifications shall be true and correct in all respects and all other representations and warranties of Resolute set forth in this Agreement shall be true and correct in all material respects except where any failure of such representations and warranties to be so true and correct would not, either individually or in the aggregate, have a Material Adverse Change, in each case as of the Qualifying Transaction Date as if made on and as of such date except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be accordingly true and correct as of such earlier date, and Resolute shall have delivered a certificate confirming same to Crossover, executed by a senior officer of Resolute (without personal liability), addressed to Crossover and dated the Qualifying Transaction Date;
(ii) Resolute shall have fulfilled or complied in all respects with its covenants and obligations contained in this Agreement to be fulfilled or complied with by it on or prior to the Qualifying Transaction Date, and Resolute shall have delivered a certificate confirming same to Crossover, executed by a senior officer of Resolute (without personal liability), addressed to Crossover and dated the Qualifying Transaction Date;
(iii) Resolute as required by the TSXV, shall have delivered to the TSXV a duly completed Form 2A Personal Information Form for each of the proposed Insiders (as such term is defined in the TSXV Corporate Finance Manual) of the Resulting Issuer pending completion of the Amalgamation and for such other persons as may be required by the TSXV;
(iv) Resolute shall have delivered to the TSXV a duly completed Sponsor Report (as such term is defined in the TSXV Corporate Finance Manual) if so required by the TSXV;
(v) on completion of the Amalgamation, each of the parties as required by the TSXV shall have entered into an escrow agreement upon the terms and conditions imposed pursuant to the policies of the TSXV; and
(vi) the board of directors of Resolute and the Resolute Shareholders shall have adopted all necessary resolutions and all other necessary corporate actions shall have been taken by each to permit the Amalgamation as contemplated by this Agreement.

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(b) If any of the above conditions in Sections 8.3(a) shall not have been complied with or waived by Crossover on or before Closing, Crossover may terminate this Agreement in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by Crossover. In the event that the failure to satisfy any one or more of the above conditions precedent results from a default by Crossover of its obligations under this Agreement and if such condition(s) precedent would have been satisfied but for such default, Crossover shall not rely on such failure (to satisfy one or more of the above conditions) as a basis for its own non-compliance with its obligations under this Agreement.

ARTICLE 9 TERMINATION

9.1 Termination

This Agreement may be terminated by written notice promptly given by a Party to the other Party at any time prior to the Qualifying Transaction Date:

(a) by mutual agreement in writing by the Parties;
(b) by Resolute, if it determines, in its sole discretion, that it will be unable to complete the Resolute Private Placement for minimum gross proceeds of $4 million;
(c) by Crossover if it is not reasonably satisfied with its due diligence investigations of Resolute and written notification of such is provided to Resolute within sixty (60) days of the signing of this Agreement;
(d) in the event that the Qualifying Transaction Date has not occurred by May 31, 2023 unless the failure to complete the Qualifying Transaction by such date is the result, directly or indirectly, of a breach of this Agreement by the Party seeking to terminate the Agreement, in which case this Agreement shall not be terminated pursuant to this Section 9.1(d) (subject to extension to June 30, 2023 if the Qualifying Transaction Date has not occurred solely due to financial statement preparation of Resolute in accordance with the requirements of the TSXV); or
(e) as set forth in Sections 8.1, 8.2, and 8.3 of this Agreement.

9.2 Effect of Termination

In the event of the termination of this Agreement as provided in Section 9.1 hereof, this Agreement shall forthwith have no further force or effect and there shall be no obligations on the part of the Parties hereunder except as set forth in this Section 9.2, Section 12.3 and Section 12.12 hereof, which provisions shall survive the termination of this Agreement.

ARTICLE 10 DISSENTING SHAREHOLDERS

10.1 Dissenting Resolute Shareholders

On the earlier of the Qualifying Transaction Date, the making of an agreement between a Dissenting Resolute Shareholder and Resolute for the purchase of their Dissenting Resolute Shares or the pronouncement of a court order pursuant to Section 191 of the Act, a Dissenting Resolute Shareholder shall cease to have any rights as a Resolute Shareholder other than the right to be paid the fair value of

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its Dissenting Resolute Shares in the amount agreed to or as ordered by the court, as the case may be. Notwithstanding anything in this Agreement to the contrary, Dissenting Resolute Shares which are held by a Dissenting Resolute Shareholder shall not be exchanged for Resulting Issuer Shares on the Qualifying Transaction Date as provided in Section 2.1 hereof. However, in the event that a Dissenting Resolute Shareholder fails to perfect or effectively withdraws the Dissenting Resolute Shareholder's claim under Section 191 of the Act or otherwise forfeits the Dissenting Resolute Shareholder's right to make a claim under Section 191 of the Act, as applicable, the Dissenting Resolute Shareholder's Dissenting Resolute Shares shall thereupon be deemed to have been exchanged as of the Qualifying Transaction Date for Resulting Issuer Shares on the basis set forth in Section 2.1 hereof.

ARTICLE 11 CLOSING

11.1 Closing

The completion of the transactions contemplated under this Agreement shall be effected via electronic exchange or at the offices of Crossover’s counsel, CP LLP, at 10:00 a.m. (Toronto time) on the Qualifying Transaction Date.

ARTICLE 12 GENERAL

12.1 Public Announcement; Disclosure and Confidentiality

(a) Unless and until the transactions contemplated in this Agreement will have been completed, none of the Parties shall make any public announcement concerning this Agreement or the matters contemplated herein, their discussions or any other memoranda, letters or agreements between them relating to the matters contemplated herein without the prior consent of the other Parties, which consent shall not be unreasonably withheld, provided that no party shall be prevented from making any disclosure which is required to be made by law or any requirements of the TSXV.
(b) All information provided to or received by the parties hereunder shall be treated as confidential (“ Confidential Information ”). Subject to the provisions of this Section, no Confidential Information shall be disclosed by any party hereto without the prior written consent of the others. The consent required by this Section shall not apply to a disclosure: (a) necessary in order to comply with any applicable Laws (in which case the disclosure shall be the minimum disclosure necessary in order to comply with such Laws); (b) to a director, officer or employee of a party provided that such party shall be liable for any breaches by such director, officer or employee of the provisions hereof; or (c) a consultant or professional service provider to a party that has a bona fide need to be informed and is subject to professional duties of confidentiality and who has taken reasonable steps to comply with such duties.
(c) The obligations of confidence and prohibitions against use of Confidential Information under this Agreement shall not apply to information that the disclosing party can show by reasonable documentary evidence or otherwise: (a) as of the date of this Agreement, was in the public domain; (b) after the date of this Agreement, was published or otherwise became part of the public domain through no fault of the disclosing party or an affiliate thereof (but only after, and only to the extent that, it is published or otherwise becomes part of the public domain); or (c) was information that the disclosing party or its affiliates were required to disclose pursuant to applicable Laws or requirement of the TSXV.

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12.2 Notices

Any notice or other communication required or permitted to be given or made under this Agreement shall be in writing and shall be deemed to have been duly given or made if (i) delivered personally, (ii) sent by prepaid courier service or mail, or (iii) sent by electronic transmission, in each case to the applicable address set out below:

(a) If to Crossover :

Crossover Acquisitions Inc. 77 King Street West Suite 700, P.O. Box 118 Toronto, Ontario M5K 1G8

Attention: David Mitchell E-mail:

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

CP LLP 77 King Street West Suite 700, P.O. Box 118 Toronto, Ontario M5K 1G8 Attention: Josh Arbuckle Email: [email protected]

(b) If to Resolute :

Resolute Resources Ltd. 520 3 Ave SW #1900 Calgary, AB T2P 0R3

Attention: Bradley Parkes, Chief Executive Officer E-mail:

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

Borden Ladner Gervais LLP Centennial Place 520 3 Ave SW #1900 Calgary, AB T2P 0R3 Attention: Lloyd McLellan E-mail: [email protected]

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Any such communication so given or made shall be deemed to have been given or made and to have been received on the day of delivery if delivered, or on the day of sending by electronic transmission, provided that such day in either event is a Business Day and the communication is so delivered or sent prior to 5:00 p.m. at the place of receipt on such day. Otherwise, such communication shall be deemed to have been given or made and to have been received on the next following Business Day. Any such communication sent by mail shall be deemed to have been given or made and to have been received on the fifth (5th) Business Day following the mailing thereof. Any Party may from time to time change its address under this Section 12.2 by notice to the other Party given in the manner provided by this Section. No Party shall prevent, hinder or delay or attempt to prevent, hinder or delay the service on that Party of a notice or other communication relating to this Agreement.

12.3 Costs and Expenses

Each Party shall pay its own costs and expenses in connection with the completion of the Qualifying Transaction, including all legal and accounting fees and disbursements relating to the preparation of the transaction documents or otherwise relating to the transactions contemplated herein .

12.4 Exclusivity

In consideration of the expenses that Crossover has incurred and will incur in connection with the Acquisition, Resolute agrees that, until the first to occur of the closing of the Qualifying Transaction and the date that this Agreement is terminated in accordance with Article 9 hereof (such period, the " Exclusivity Period "), none of Resolute, nor any of its respective representatives, officers, employees, directors, agents, shareholders, subsidiaries or affiliates (collectively, and all such persons, the “ Group ") shall initiate, solicit, entertain, negotiate, accept or discuss, directly or indirectly, any proposal or offer from any person or group of persons (including any proposal or offer from a person (or group of persons) who is part of the Group) other than the other party hereto and its affiliates (an " Acquisition Proposal ") to acquire all or any significant part of the business and properties, shares, share equivalents or other convertible or exchangeable securities of the applicable party, whether by business combination, amalgamation, arrangement, purchase of shares, purchase of assets, take-over bid or otherwise, or provide any non-public information to any third party in connection with an Acquisition Proposal or enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Acquisition. Resolute agrees to immediately notify Crossover if any member of the Target Group receives any indications of interest, requests for information or offers in respect of an Acquisition Proposal and will communicate to Crossover in reasonable detail the terms of any such indication, request or offer, and will provide Crossover with copies of all written communications relating to any such indication, request or offer. Resolute represents that no member of the Target Group is party to or bound by any agreement with respect to an Acquisition Proposal other than under this Agreement.

Crossover and its representatives, officers, employees, directors, agents, shareholders, subsidiaries or affiliates, agree during the Exclusivity Period not to solicit, entertain, negotiate, accept or discuss, directly or indirectly, any proposal or offer from any person or group of persons other than Resolute concerning a transaction that would constitute a Qualifying Transaction for Crossover.

12.5 Further Assurances

Each Party shall, from time to time, and at all times hereafter, at the request of the other Party, but without further consideration, perform or cause to be performed all such further acts and execute and deliver or cause to be executed and delivered all such further documents and instruments as shall be reasonably required in order to fully perform and carry out the terms and intent hereof.

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12.6 Time

For every provision in this Agreement, time is of the essence in all respects.

12.7 Entire Agreement

This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and shall supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, between the Parties with respect to the subject matter hereof, including, without limitation, the letter agreement dated January 5, 2023, as amended, between Crossover and Resolute. There are no representations, warranties, conditions, covenants or other agreements between the Parties in connection with the subject matter hereof except as specifically set forth herein. The Schedules attached hereto form an integral part of this Agreement.

12.8 Amendment

This Agreement may, at any time on or before the Qualifying Transaction Date, be amended by mutual agreement of the Parties, provided, however, that this Agreement may not be amended except by an instrument in writing signed by the appropriate officers on behalf of each of the Parties.

12.9 Waiver

A Party may: (i) extend the time for the performance by the other Party of the obligations owed to it; (ii) waive compliance with the other Party's agreements or the fulfillment of any of its conditions contained herein; or (iii) waive inaccuracies in the other Party's representations or warranties owed to it and contained herein or in any document delivered by such other Party hereto; provided, however, that any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party. Any waiver by a Party of any one or more of the conditions in its favour herein shall be without prejudice to its right to terminate this Agreement in respect of any other non-fulfilment of any other condition.

12.10 Assignment

Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either Party hereto without the prior written consent of the other Party.

12.11 Severability

Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law. Any provision or part of this Agreement which is invalid, illegal or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability and will be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity, legality or enforceability of such provision or part in any other jurisdiction so long as the economic or legal substance of the transactions contemplated hereby is not fundamentally changed. Upon such determination that any provision or part of this Agreement is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

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12.12 Governing Law

This Agreement and all matters arising hereunder shall be governed by, construed and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Except as specifically set forth herein, the Parties hereby irrevocably and unconditionally consent to and submit to the courts of the Province of Ontario for any actions, suits or proceedings arising out of or relating to this Agreement or the matters contemplated hereby (and agree not to commence any action, suit or proceeding relating thereto except in such courts) and further agree that service of any process, summons, notice or document by single registered mail to the address of a Party set forth in this Agreement shall be effective service of process for any action, suit or proceeding brought against such Party in such court. Except as specifically set forth herein, the Parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the matters contemplated hereby in the courts of the Province of Ontario and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding so brought has been brought in an inconvenient forum.

12.13 Counterparts

This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument. The delivery of an executed counterpart copy of this Agreement by email, PDF format, or other electronic means shall be deemed to be equivalent to the delivery of an original executed copy thereof.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF , this Agreement has been duly executed by the parties hereto as of the date first written above.

CROSSOVER ACQUISITIONS INC.

Per: (signed) “David Mitchell” Name: David Mitchell Title: CEO I have authority to bind the company.

Per: (signed) “Bradley Parkes” Name: Bradley Parkes Title: CEO I have authority to bind the company.

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SCHEDULE A AMALGAMATION AGREEMENT

THIS AGREEMENT is made as of the ● day of ●, 2023

BETWEEN:

RESOLUTE RESOURCES LTD. , a corporation existing under the Business Corporations Act (Alberta)

(“ Resolute ”)

and –

RESOLUTE RESOURCES LIMITED (formerly named Crossover Acquisitions Inc.), a corporation existing under the Business Corporations Act (Ontario)

(“ Parent ”)

and -

[●] ALBERTA LTD. , a corporation existing under the Business Corporations Act (Alberta)

(“ Subco ”)

WHEREAS Subco is a wholly-owned subsidiary of Parent and has not carried on active business;

AND WHEREAS Resolute and Subco agreed to amalgamate pursuant to the provisions of the Act (as defined herein) on the terms and subject to the conditions set forth herein;

AND WHEREAS Parent and Resolute are parties to the Business Combination Agreement (as defined herein) which contemplates such amalgamation;

AND WHEREAS on the amalgamation of Resolute and Subco pursuant to the provisions of the Act, among other things, the holders of Class A shares of Resolute will receive one common share of Parent for each Class A share of Resolute held;

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties hereto hereby covenant and agree as follows:

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ARTICLE 1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Amalgamation Agreement, unless the context otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the meanings ascribed to them below:

(a) “ Act ” means the Business Corporations Act (Alberta), as from time to time amended or re-enacted;
(b) “ Amalco ” means the corporation formed upon the amalgamation of the Amalgamating Parties pursuant to the Amalgamation;
(c) “ Amalco Shares ” means the common shares in the capital of Amalco which Amalco will be authorized to issue upon completion of the Amalgamation;
(d) “ Amalgamating Parties ” means, collectively, Resolute and Subco;
(e) “ Amalgamation ” means the amalgamation of the Amalgamating Parties pursuant to Section 181 of the Act as contemplated by this Amalgamation Agreement;
(f) “ Amalgamation Agreement ” means this amalgamation agreement, including any exhibits attached hereto, as amended or supplemented from time to time;
(g) “ Applicable Law(s) ” means all laws, statutes, codes, ordinances, decrees, regulations, by-laws, statutory rules, principles of law, published policies and guidelines, judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, orders, decisions, rulings or awards, including general principles of common and civil law, and the terms and conditions of any grant of approval, permission, authority or licence of any Government Authority, that, in a context that refers to one or more Persons, apply to the Person or Persons, or its or their business, undertaking, property or securities, and emanate from a Government Authority having jurisdiction over the Person or Persons or its or their business, undertaking, property or securities;
(h) “ Articles of Amalgamation ” means the articles of amalgamation providing for the Amalgamation to be filed with the Registrar by the Amalgamating Parties in order to effect the Amalgamation pursuant to subsection 185(1) of the Act, in the form annexed hereto as 0;
(i) “ Business Combination Agreement ” means the business combination agreement dated March ___, 2023 between Parent and Resolute, including any schedules attached thereto, as amended or supplemented from time to time in accordance with the provisions thereof;
(j) “ Business Day ” means any day other than a Saturday or Sunday or a day recognized as a holiday in Toronto, Ontario or Calgary, Alberta;
(k) “ CDS ” means CDS Clearing and Depository Services Inc.;

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(l) “ Certificate of Amalgamation ” means the certificate of amalgamation issued by the Registrar on receipt of the Articles of Amalgamation pursuant to subsection 185(4) of the Act;
(m) “ Dissenting Shareholder ” means a registered Resolute Shareholder who, in connection with the special resolution of the Resolute Shareholders approving the Amalgamation, has exercised the right to dissent pursuant to section 191 of the Act in strict compliance with the provisions thereof and thereby becomes entitled to be paid the fair value of his, her or its Resolute Shares and who has not withdrawn the notice of objection as permitted by section 191 of the Act;
(n) “ Effective Date ” means the effective date of the Amalgamation as set forth in the Certificate of Amalgamation;
(o) “ Effective Time ” means 12:01 a.m. (Calgary time) on the Effective Date;
(p) “ Exchange Ratio ” means one (1);
(q) “ fair value ” where used in relation to an Resolute Share held by a Dissenting Shareholder, means fair value as determined by a court under section 191 of the Act or as agreed between Resolute and the Dissenting Shareholder;
(r) “ Former Resolute Broker Warrantholders ” means, following the Effective Time, the holders of Resolute Broker Warrants immediately prior to the Effective Time;
(s) “ Former Resolute Optionholders ” means, following the Effective Time, the holders of Resolute Options immediately prior to the Effective Time;
(t) “ Former Resolute Shareholders ” means, following the Effective Time, the Resolute Shareholders immediately prior to the Effective Time;
(u) “ Former Resolute Warrantholders ” means, following the Effective Time, the holders of Resolute Warrants immediately prior to the Effective Time;
(v) “ Government Authority ” means any foreign, national, provincial, local or state government, any political subdivision or any governmental, judicial, public or statutory instrumentality, court, tribunal, agency, authority, body or entity, or other regulatory bureau, authority, body or entity having legal jurisdiction over the activity or Person in question and, for certainty, includes the TSXV;
(w) “ Parent ” means Resolute Resources Limited., formerly named Crossover Acquisitions Inc., a corporation existing under the Business Corporations Act (Ontario);
(x) “ Parent Shares ” means the common shares in the capital of Parent, as presently constituted on the date hereof;
(y) “ Person ” includes any individual, firm, partnership, joint venture, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, Government Authority, syndicate or other entity, whether or not having legal status;

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(z) “ Registrar ” means the Registrar of Corporations or a Deputy Registrar of Corporations under section 263 of the Act;
(aa) “ Replacement Broker Warrants ” means the broker warrants of Parent to acquire Parent Shares to be issued to the Former Resolute Broker Warrantholders pursuant to the Amalgamation in replacement of the Resolute Broker Warrants outstanding immediately prior to the Effective Time, each Replacement Broker Warrant entitling the holder thereof to purchase one Parent Share at a price equal to the quotient arrived at by dividing the exercise price per Resolute Share of each such Resolute Broker Warrant immediately prior to the Effective Time by the Exchange Ratio, subject to adjustment as applicable, until the expiry date of each such Resolute Broker Warrant being replaced by a Replacement Broker Warrant, in accordance with its terms;
(bb) “ Replacement Options ” means the options of Parent to acquire Parent Shares to be issued to the Former Resolute Optionholders pursuant to the Amalgamation in replacement of the Resolute Options outstanding immediately prior to the Effective Time, each Replacement Option entitling the holder thereof to purchase one Parent Share at a price equal to the quotient arrived at by dividing the exercise price per Resolute Share of each such Resolute Option immediately prior to the Effective Time by the Exchange Ratio, subject to adjustment as applicable, until the expiry date of each such Resolute Option being replaced by a Replacement Option, in accordance with its terms;
(cc) “ Replacement Warrants ” means the warrants of Parent to acquire Parent Shares to be issued to the Former Resolute Warrantholders pursuant to the Amalgamation in replacement of the Resolute Warrants outstanding immediately prior to the Effective Time, each Replacement Warrant entitling the holder thereof to purchase one Parent Share at a price equal to the quotient arrived at by dividing the original exercise price per Resolute Share of each such Resolute Warrant immediately prior to the Effective Time by the Exchange Ratio, subject to adjustment as applicable, until the expiry date of each such Resolute Warrant being replaced by a Replacement Warrant, in accordance with its terms;
(dd) “ Resolute ” means Resolute Resources Ltd., a corporation existing under the Act;
(ee) “ Resolute Broker Warrants ” means the ● broker warrants to purchase Resolute Shares, each Resolute Broker Warrant entitling the holder thereof to purchase one Resolute Share at an exercise price of $● per Resolute Share, in accordance with its terms;
(ff) “ Resolute Options ” means the 3,500,000 options of Resolute granted to certain directors, officers, employees and consultants of Resolute or the subsidiaries of Resolute, each Resolute Option entitling the holder thereof to purchase one Resolute Share at an exercise price of $0.10 per Resolute Share, in accordance with its terms;
(gg) “ Resolute Shareholder ” means a holder of Resolute Shares from time to time, and “Resolute Shareholders” means all of such holders;

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(hh) “ Resolute Shares ” means the Class A shares in the capital of Resolute, as presently constituted on the date hereof;
(ii) “ Resolute Warrants ” means the ● warrants to purchase Resolute Shares, each Resolute Warrant entitling the holder thereof to purchase one Resolute Share at an exercise price of $0.50 per Resolute Share, in accordance with its terms;
(jj) “ Subco ” means ● Alberta Ltd., a wholly-owned subsidiary of Parent existing under the Act; and
(kk) “ TSXV ” means the TSX Venture Exchange Inc.

In addition, words and phrases used (but not defined) herein and defined in the Act shall have the same meaning herein as in the Act unless the context otherwise requires.

1.2 Interpretation Not Affected by Headings

The division of this Amalgamation Agreement into articles and sections and the insertion of headings herein are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Amalgamation Agreement. The terms “this Amalgamation Agreement”, “hereof”, “herein”, “hereto”, “hereunder” and similar expressions refer to this Amalgamation Agreement and the exhibits attached hereto and not to any particular article, Section or other portion hereof and include any agreement, schedule or instrument supplementary or ancillary hereto or thereto.

1.3 Number and Gender

In this Amalgamation Agreement, unless the context otherwise requires, words importing the singular only shall include the plural and vice versa, and words importing gender shall include all genders.

1.4 Date for any Action

If the date on which any action is required to be taken hereunder by any party hereto is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

1.5 Statutory References

Any reference in this Amalgamation Agreement to a statute includes all regulations and rules made thereunder, all amendments to such statute or regulation in force from time to time and every statute or regulation that supplements or supersedes such statute or regulations.

ARTICLE 2 AGREEMENT TO AMALGAMATE

2.1 Amalgamation

The Amalgamating Parties hereby agree to amalgamate pursuant to Section 181 of the Act as of the Effective Date and to continue as one corporation upon the terms and subject to the conditions contained in this Amalgamation Agreement.

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2.2 Business Combination Agreement

This Amalgamation Agreement is made pursuant to, is subject to the provisions of and forms part of the Business Combination Agreement.

ARTICLE 3 THE AMALGAMATION

3.1 The Amalgamation

At the Effective Time, the following shall occur without any further act or formality:

(a) the amalgamation of the Amalgamating Parties and their continuance as one corporation, Amalco, shall become effective, and
(i) the property of each Amalgamating Party shall continue to be the property of Amalco;
(ii) Amalco shall continue to be liable for the obligations of each Amalgamating Party;
(iii) an existing cause of action, claim or liability to prosecution shall be unaffected;
(iv) a civil, criminal or administrative action or proceeding pending by or against an Amalgamating Party may be continued to be prosecuted by or against Amalco;
(v) a conviction against, or ruling, order or judgment in favour of or against, an Amalgamating Party may be enforced by or against Amalco; and
(vi) the Articles of Amalgamation shall be deemed to be the articles of incorporation of Amalco and the Certificate of Amalgamation shall be deemed to be the certificate of incorporation of Amalco;
(b) each Resolute Share outstanding immediately prior to the Effective Time held by a Dissenting Shareholder will become an entitlement to be paid the fair value of such share;
(c) each Resolute Share (other than those held by Dissenting Shareholders) outstanding immediately prior to the Effective Time shall be cancelled and, in consideration therefor, the Former Resolute Shareholder of such Resolute Share shall receive (subject to Section 3.2) such number of fully paid and non-assessable Parent Shares issued by Parent as is equal to the Exchange Ratio;
(d) each common share of Subco outstanding immediately prior to the Effective Time shall be cancelled and, in consideration therefor, Amalco shall issue one Amalco Share to Parent;

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(e) as consideration for the issue by Parent of the Parent Shares pursuant to Section 3.1(c) hereof to effect the Amalgamation, Amalco shall issue to Parent one Amalco Share for each Parent Share so issued;
(f) Amalco will be a wholly-owned subsidiary of Parent;
(g) each Resolute Option outstanding immediately prior to the Effective Time shall be cancelled and, in consideration therefor, the Former Resolute Optionholder of such Resolute Option shall receive (subject to Section 3.2) such number of Replacement Options issued by Parent as is equal to the Exchange Ratio;
(h) each Resolute Warrant outstanding immediately prior to the Effective Time shall be cancelled and, in consideration therefor, the Former Resolute Warrantholder of such Resolute Warrant shall receive (subject to Section 3.2) such number of Replacement Warrants issued by Parent as is equal to the Exchange Ratio; and
(i) each Resolute Broker Warrant outstanding immediately prior to the Effective Time shall be cancelled and, in consideration therefor, the Former Resolute Broker Warrantholder of such Resolute Broker Warrant shall receive (subject to Section 3.2) such number of Replacement Broker Warrants issued by Parent as is equal to the Exchange Ratio.

3.2 No Fractional Securities

Following the Effective Time, if the aggregate number of Parent Shares, Replacement Options, Replacement Warrants or Replacement Broker Warrants to which a Former Resolute Shareholder, a Former Resolute Optionholder, a Former Resolute Warrantholder or a Former Resolute Broker Warrantholder, respectively, would otherwise be entitled pursuant to Section 3.1(c), Section 3.1(g), Section 3.1(h) or Section 3.1(i) hereof, respectively, is not a whole number, then the number of Parent Shares, Replacement Options, Replacement Warrants or Replacement Broker Warrants, as the case may be, shall be rounded down to the next whole number and no compensation will be paid to the Former Resolute Shareholder, the Former Resolute Optionholder, the Former Resolute Warrantholder or the Former Resolute Broker Warrantholder in respect of such fractional Parent Share, Replacement Option, Replacement Warrant or Replacement Broker Warrant.

3.3 Post-Effective Time Procedures

Subject to the provisions of Article 5 hereof, Former Resolute Shareholders, Former Resolute Optionholders, Former Resolute Warrantholders or Former Resolute Broker Warrantholders shall be entitled to receive delivery of the certificates, Direct Registration System advices or electronic positions within CDS, as applicable, representing the Parent Shares, Replacement Options, Replacement Warrants or Replacement Broker Warrants, respectively, to which they are entitled pursuant to Section 3.1(c), Section 3.1(g), Section 3.1(h) and Section 3.1(i) hereof, respectively, subject to Section 3.2 hereof.

3.4 Adjustment to Exercise Price of Replacement Options

It is intended that the provisions of subsection 7(1.4) of the Income Tax Act (Canada) apply to the exchange of a Resolute Option for Replacement Options by virtue of the Amalgamation.

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3.5 Stated Capital

At the Effective Time, Amalco shall add to the stated capital account maintained by Amalco for the Amalco Shares an amount equal to the aggregate of the amount of the stated capital account maintained by Subco in respect of the common shares of Subco immediately prior to the Effective Time and the amount of the stated capital account maintained by Resolute in respect of the Resolute Shares (other than Resolute Shares held by Dissenting Shareholders) immediately prior to the Effective Time.

ARTICLE 4 AMALCO

4.1 Name

The name of Amalco shall be “Resolute Resources Ltd.”.

4.2 Authorized Capital

Amalco shall be authorized to issue an unlimited number of common shares (being the Amalco Shares) and an unlimited number of preferred shares, issuable in series.

4.3 Share Provisions

The rights, privileges, restrictions and conditions attaching to the Amalco Shares shall be as set out in the Articles of Amalgamation attached hereto as 0.

4.4 Restrictions on Share Transfers

The right to transfer securities of Amalco shall be restricted in that no security holder shall be entitled to transfer any securities (other than non-convertible debt securities) of Amalco unless the board of directors of Amalco has approved the transfer.

4.5 Directors

(a) Minimum and Maximum. The directors of Amalco shall, until otherwise changed in accordance with the Act, consist of a minimum number of one and a maximum number of ten directors.
(b) Initial Director. The number of directors of Amalco shall initially be set at one. The initial director of Amalco immediately following the Amalgamation shall be the individual whose name and address appears below:

Name Address

● ●

The initial director shall hold office from the Effective Date until the first annual general meeting of Amalco or until his successor is elected or appointed.

4.6 Business

There shall be no restrictions on the businesses that Amalco is authorized to carry on.

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4.7 Other Provisions

Subject to the provisions of the Act, the following provisions shall apply to Amalco:

(a) The directors may, between annual meetings, appoint one or more additional directors of Amalco to serve until the next annual meeting, but the number of additional directors shall not at any time exceed one-third (1/3) of the number of directors who held office at the expiration of the last annual meeting of Amalco.

4.8 By-Laws

The by-laws of Amalco, until repealed, amended or altered, shall be the by-laws of Subco.

ARTICLE 5 DELIVERY OF PARENT SECURITIES

5.1 Delivery of Parent Shares

(a) In accordance with normal commercial practice, as soon as practicable following the Effective Time, Parent shall issue or cause to be issued certificates, Direct Registration System advices or electronic positions within CDS representing the appropriate number of Parent Shares to the Former Resolute Shareholders (other than Dissenting Shareholders) by causing the registrar and transfer agent of Parent (i) to forward to each Former Resolute Shareholder, at the address specified in the central securities register maintained by Resolute, the certificates or Direct Registration System advices representing the Parent Shares to which such Former Resolute Shareholder is entitled to receive in accordance with Section 3.31 hereof, or (ii) in respect of Resolute Shares registered in the name of CDS, to deposit electronic positions within CDS representing the appropriate number of Parent Shares.
(b) After the Effective Time, each certificate which immediately prior to the Effective Time represented one or more Resolute Shares held by a Former Resolute Shareholder shall cease to represent any claim upon or interest in Resolute other than the right of the registered holder thereof to receive the number of Parent Shares to which it is entitled pursuant to the terms hereof and the Amalgamation.

5.2 Delivery of Replacement Options

(a) In accordance with normal commercial practice, as soon as practicable following the Effective Time, Parent shall issue or cause to be issued certificates representing the appropriate number of Replacement Options to the Former Resolute Optionholders by forwarding to each Former Resolute Optionholder, at the address specified in the central securities register maintained by Resolute, the certificates representing the Replacement Options to which such Former Resolute Optionholder is entitled to receive in accordance with Section 3.3 hereof.
(b) After the Effective Time, each certificate which immediately prior to the Effective Time represented one or more Resolute Options held by a Former Resolute Optionholder shall cease to represent any claim upon or interest in Resolute other than the right of the registered holder thereof to receive the number of

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Replacement Options to which it is entitled pursuant to the terms hereof and the Amalgamation.

(c) Parent shall take all corporate action necessary to reserve for issue a sufficient number of Parent Shares for delivery upon exercise of the Replacement Options in accordance with their terms. Parent shall use all commercially reasonable efforts to cause the Parent Shares issuable upon the exercise of the Replacement Options to be listed on each stock exchange, if any, on which Parent Shares are then listed and posted for trading.

5.3 Delivery of Replacement Warrants

(a) In accordance with normal commercial practice, as soon as practicable following the Effective Time, Parent shall issue or cause to be issued certificates, Direct Registration System advices or electronic positions within CDS representing the appropriate number of Replacement Warrants to the Former Resolute Warrantholders by (i) forwarding to each Former Resolute Warrantholder, at the address specified in the central securities register maintained by Resolute, the certificates representing the Replacement Warrants to which such Former Resolute Warrantholder is entitled to receive in accordance with Section 3.3 hereof, or (ii) in respect of the Resolute Warrants issued upon conversion of the subscription receipts of Resolute, causing the warrant agent of Parent (A) to forward to each Former Resolute Warrantholder, at the address specified in the central securities register maintained by Resolute, the certificates or Direct Registration System advices representing the Parent Replacement Warrants to which such Former Resolute Warrantholder is entitled to receive in accordance with Section 3.3 hereof, or (B) in respect of Resolute Warrants registered in the name of CDS, to deposit electronic positions within CDS representing the appropriate number of Replacement Warrants.
(b) After the Effective Time, each certificate which immediately prior to the Effective Time represented one or more Resolute Warrants held by a Former Resolute Warrantholder shall cease to represent any claim upon or interest in Resolute other than the right of the registered holder thereof to receive the number of Replacement Warrants to which it is entitled pursuant to the terms hereof and the Amalgamation.
(c) Parent shall take all corporate action necessary to reserve for issue a sufficient number of Parent Shares for delivery upon exercise of the Replacement Warrants in accordance with their terms. Parent shall use all commercially reasonable efforts to cause the Parent Shares issuable upon the exercise of the Replacement Warrants to be listed on each stock exchange, if any, on which Parent Shares are then listed and posted for trading.

5.4 Delivery of Replacement Broker Warrants

(a) In accordance with normal commercial practice, as soon as practicable following the Effective Time, Parent shall issue or cause to be issued certificates representing the appropriate number of Replacement Broker Warrants to the Former Resolute Broker Warrantholders by forwarding to each Former Resolute Broker Warrantholder, at the address specified in the central securities register

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maintained by Resolute, the certificates representing the Replacement Broker Warrants to which such Former Resolute Broker Warrantholder is entitled to receive in accordance with Section 3.3 hereof.

(b) After the Effective Time, each certificate which immediately prior to the Effective Time represented one or more Resolute Broker Warrants held by a Former Resolute Broker Warrantholder shall cease to represent any claim upon or interest in Resolute other than the right of the registered holder thereof to receive the number of Replacement Broker Warrants to which it is entitled pursuant to the terms hereof and the Amalgamation.
(c) Parent shall take all corporate action necessary to reserve for issue a sufficient number of Parent Shares for delivery upon exercise of the Replacement Broker Warrants in accordance with their terms. Parent shall use all commercially reasonable efforts to cause the Parent Shares issuable upon the exercise of the Replacement Broker Warrants to be listed on each stock exchange, if any, on which Parent Shares are then listed and posted for trading.

5.5 Withholding Rights

Parent and Amalco shall be entitled to deduct and withhold from all dividends or other distributions otherwise payable to any Former Resolute Shareholder such amounts as Parent and Amalco is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of any Applicable Laws. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Former Resolute Shareholder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority.

ARTICLE 6 ARTICLES OF AMALGAMATION

6.1 Filing

Upon the shareholders of each of the Amalgamating Parties approving this Amalgamation Agreement in accordance with the provisions of the Act and the satisfaction or waiver, in accordance with the provisions of the Business Combination Agreement, of the conditions set forth in Article 8 of the Business Combination Agreement, the Amalgamating Parties shall jointly file with the Registrar the Articles of Amalgamation in the form annexed hereto as 0 and such other documents as may be required in connection therewith.

ARTICLE 7 AMENDMENT AND TERMINATION

7.1 Amendment

This Amalgamation Agreement may be amended at any time and from time to time prior to the Effective Date by mutual written agreement of the parties hereto.

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7.2 Termination

Subject to the provisions of the Business Combination Agreement, this Amalgamation Agreement may, prior to the issue of the Certificate of Amalgamation, be terminated by the directors of either of the Amalgamating Parties, notwithstanding the approval of this Amalgamation Agreement by the shareholders of either or both of the Amalgamating Parties, and shall be conclusively deemed to have been so terminated upon the termination of the Business Combination Agreement in accordance with the provisions thereof.

ARTICLE 8 GENERAL

8.1 Governing Law

This Amalgamation Agreement shall be governed by, and be construed in accordance with, the laws of the Province of Alberta and the federal laws of Canada applicable therein. Each party hereto hereby irrevocably attorns to the non-exclusive jurisdiction of the courts of the Province of Alberta in respect of all matters arising under or in relation to this Amalgamation Agreement.

8.2 Execution in Counterparts

This Amalgamation Agreement may be executed by original or facsimile signature and in one or more counterparts, each of which shall conclusively be deemed to be an original and all such counterparts collectively shall be conclusively deemed to be one and the same.

IN WITNESS WHEREOF the parties hereto have executed this Amalgamation Agreement as of the date first written above.