Resolute Resources Ltd.

CROSSOVER ACQUISITIONS INC.

Filing Statement

with respect to a Qualifying Transaction pursuant to Policy 2.4 of the TSX Venture Exchange which will result in the reverse take-over of

Crossover Acquisitions Inc.

Resolute Resources Ltd.

August 10, 2023

Neither the TSX Venture Exchange Inc. nor any securities regulatory authority has in any way passed upon the merits of the Qualifying Transaction described in this Filing Statement .

Page INTRODUCTION AND DISCLAIMER ....................................................................................................................i INFORMATION CONTAINED IN THE FILING STATEMENT .........................................................................i Preliminary Information .............................................................................................................................................i Forward-Looking Statements .....................................................................................................................................i Market and Industry Data ........................................................................................................................................ iii Reporting Currencies ............................................................................................................................................... iii GLOSSARY OF DEFINED TERMS ........................................................................................................................iv NOTES ON RESOURCES DATA AND OTHER OIL AND GAS INFORMATION ......................................... xv SUMMARY .................................................................................................................................................................. 1 Summary of the Companies ....................................................................................................................................... 1 Summary of the Qualifying Transaction .................................................................................................................... 1 Summary Information Concerning the Resulting Issuer ............................................................................................ 5 Stock Exchange Listings ............................................................................................................................................ 5 Conflicts of Interest ................................................................................................................................................... 6 Resolute Private Placement ....................................................................................................................................... 6 Interests of Experts .................................................................................................................................................... 7 Risk Factors ............................................................................................................................................................... 8 Conditional Listing Approval .................................................................................................................................... 8 INFORMATION CONCERNING THE QUALIFYING TRANSACTION .......................................................... 9 Introduction ............................................................................................................................................................... 9 Background to the Amalgamation ............................................................................................................................. 9 Reasons for the Amalgamation .................................................................................................................................. 9 Qualifying Transaction ............................................................................................................................................ 10 Steps of the Amalgamation ...................................................................................................................................... 10 The Business Combination Agreement ................................................................................................................... 11 Resolute Private Placement ..................................................................................................................................... 18 Arm's Length Transaction ........................................................................................................................................ 20 Canadian Securities Law Considerations ................................................................................................................. 20 INFORMATION CONCERNING CROSSOVER ACQUISITIONS INC. .......................................................... 21 Corporate Structure .................................................................................................................................................. 21 General Development of the Business ..................................................................................................................... 21 Selected Financial Information and Management's Discussion and Analysis ......................................................... 21 Description of Securities .......................................................................................................................................... 22 Stock Option Plan .................................................................................................................................................... 23 Prior Sales ................................................................................................................................................................ 23 Stock Exchange Price .............................................................................................................................................. 24 Non-Arm's Length Party Transactions..................................................................................................................... 24 Legal Proceedings .................................................................................................................................................... 24 Auditor, Transfer Agent, and Registrar ................................................................................................................... 24 Material Contracts ................................................................................................................................................... 25 INFORMATION CONCERNING RESOLUTE RESOURCES LTD. ................................................................. 26 Corporate Structure .................................................................................................................................................. 26 General Development of the Business ..................................................................................................................... 26 Narrative Description of the Business ..................................................................................................................... 33 Oil and Gas Operations ............................................................................................................................................ 35

Selected Financial Information and Management's Discussion and Analysis ......................................................... 37 Description of Securities .......................................................................................................................................... 38 Consolidated Capitalization ..................................................................................................................................... 40 Prior Sales ................................................................................................................................................................ 41 Stock Exchange Price .............................................................................................................................................. 41 Executive Compensation ......................................................................................................................................... 41 Non-Arm's Length Party Transactions..................................................................................................................... 44 Legal Proceedings .................................................................................................................................................... 44 Material Contracts ................................................................................................................................................... 45 INFORMATION CONCERNING THE RESULTING ISSUER .......................................................................... 46 Name and Incorporation .......................................................................................................................................... 46 Intercorporate Relationships .................................................................................................................................... 46 Narrative Description of the Business ..................................................................................................................... 46 Description of the Securities .................................................................................................................................... 47 Pro Forma Consolidated Capitalization ................................................................................................................... 47 Principal Securityholders ......................................................................................................................................... 50 Directors, Officers, and Promoters .......................................................................................................................... 50 Committees of the Resulting Issuer Board .............................................................................................................. 54 Proposed Executive Compensation ......................................................................................................................... 56 Investor Relations Arrangements ............................................................................................................................. 56 Options to Purchase Securities ................................................................................................................................ 57 Escrowed Securities ................................................................................................................................................. 57 Auditor, Transfer Agent, and Registrar ................................................................................................................... 60 RISK FACTORS ....................................................................................................................................................... 61 Risks relating to the Amalgamation ......................................................................................................................... 61 Risks relating to Crossover and the Resulting Issuer ............................................................................................... 62 GENERAL MATTERS ............................................................................................................................................. 71 Sponsorship and Agent Relationship ....................................................................................................................... 71 Interests of Experts .................................................................................................................................................. 71 Other Material Facts ................................................................................................................................................ 71 Additional Information ............................................................................................................................................ 71 Board Approval ....................................................................................................................................................... 71 CERTIFICATE OF CROSSOVER ACQUISITIONS INC. .................................................................................... 1 CERTIFICATE OF RESOLUTE RESOURCES LTD. ........................................................................................... 1 CROSSOVER ACQUISITIONS INC. ACKNOWLEDGEMENT – PERSONAL INFORMATION ................. 1 APPENDIX 1 – CROSSOVER FINANCIAL STATEMENTS ............................................................................... 1 APPENDIX 2 – CROSSOVER MD&A ..................................................................................................................... 1 APPENDIX 3 – RESOLUTE FINANCIAL STATEMENTS .................................................................................. 1 APPENDIX 4 – RESOLUTE MD&A ........................................................................................................................ 1 APPENDIX 5 – PRO FORMA FINANCIAL STATEMENTS OF THE RESULTING ISSUER ........................ 1

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INTRODUCTION AND DISCLAIMER

No Person has been authorized to give any information or make any representation in connection with the Amalgamation (as defined herein) other than as is contained in this Filing Statement (as defined herein), and if given or made, any such information or representation must not be relied upon as having been authorized by Crossover (as defined herein) or Resolute (as defined herein).

Information contained in this Filing Statement is given as of August 10, 2023, unless otherwise specifically stated. Neither the delivery of this Filing Statement nor any distribution of the securities referred to in this Filing Statement will, under any circumstance, create an implication that there has been no change in the information set forth herein since the date such information is given in this Filing Statement.

This Filing Statement does not constitute an offer to sell or a solicitation of an offer to purchase any securities or the solicitation of a proxy by any Person (as defined herein) in any jurisdiction in which such an offer or solicitation is not authorized or in which the Person making such offer or solicitation is not qualified to do so or to any Person to whom it is unlawful to make such an offer or solicitation of an offer or a proxy solicitation.

All summaries of, and references to, the Business Combination Agreement (as defined herein) in this Filing Statement are qualified in their entirety by reference to the complete text of the Business Combination Agreement, a copy of which be found on SEDAR at www.sedar.com. Readers are urged to carefully read the full text of the Business Combination Agreement.

All capitalized terms used in this Filing Statement but not otherwise defined herein have the meanings set forth herein under " Glossary of Defined Terms ". Details of the Amalgamation are set forth in " Information Concerning the Qualifying Transaction ". For information relating to each of the parties to the Transactions (as defined herein), see " Information Concerning Crossover Acquisitions Inc. ", " Information Concerning Resolute Resources Ltd. ", and " Information Concerning the Resulting Issuer ".

INFORMATION CONTAINED IN THE FILING STATEMENT

Preliminary Information

All information contained in this Filing Statement with respect to Resolute was provided by Resolute for inclusion herein. Although Crossover does not have any knowledge that any statement contained herein taken from, or based on, such information is untrue or incomplete, neither Crossover nor any of its directors or officers assumes any responsibility for the accuracy or completeness of such information or for any failure by Resolute to ensure disclosure of events or facts that may have occurred which may affect the significance or accuracy of any such information related to the applicable entity.

Forward-Looking Statements

Certain statements and information contained in this Filing Statement constitute forward-looking statements or forward-looking information (collectively " forward-looking statements ") within the meaning of Applicable Securities Laws (as defined herein). All statements other than statements of historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words or phrases such as "will", "may", "is expected to", "anticipates", "estimates", "intends", "plans", "projection", "could", "vision", "goals", "objective", "outlook" or similar words suggesting future outcomes or language suggesting an outlook.

In particular, this Filing Statement contains forward-looking statements with respect to the following:

the completion of the Amalgamation, the Name Change (as defined herein), the Consolidation (as defined herein), the Board Reconstitution (as defined herein) and all transactions related to the Qualifying Transaction, the anticipated timing thereof, including obtaining of all required approvals in connection with the Amalgamation and approval of the TSXV (as defined herein);
the anticipated Name Change, Consolidation and Board Reconstitution, and the timing thereof;
the impact of the Amalgamation on Resolute's resources, operations, inventory and opportunities;
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financial condition, access to capital and overall strategy;
the performance characteristics of the Resulting Issuer's oil and natural gas properties;
the proposed executive compensation of the executives of the Resulting Issuer following the Amalgamation;
oil and natural gas production levels;
capital expenditure programs;
the quantity of oil and natural gas prospective resources;
projections of market prices and operating costs;
supply and demand for oil and natural gas;
the composition of management and the board of directors of the Resulting Issuer;
expectations as to the intended business activities of Resolute and the Resulting Issuer;
the Resulting Issuer's anticipated financial performance, available funds and pro forma consolidated capitalization following completion of the Amalgamation;
expectations regarding the ability to raise capital and to continually add to resources and, eventually, reserves through acquisitions, exploration and development;
treatment under governmental regulatory and royalty regimes and tax laws; and
the ability to remediate sites and remedy spills, releases or emissions of various substances that may be produced in association with the Resulting Issuer's petroleum and natural gas operations.

With respect to forward-looking statements contained in this Filing Statement, Crossover and Resolute have made assumptions regarding, among other things:

the completion of the Amalgamation, the Name Change, the Consolidation, the Board Reconstitution and all transactions related to the Qualifying Transaction and the timing of obtaining Regulatory Approvals required for their completion;
the listing of the Resulting Issuer Shares (as defined herein) on the TSXV and Resolute's ability to satisfy the requirements of the TSXV with respect to the Amalgamation;
commodity prices and royalty regimes (including royalty rates);
availability of skilled labour;
timing and amount of capital expenditures;
the performance characteristics of oil and natural gas properties;
the expected quality of oil and natural gas resources attributable to the Resolute Properties;
future exchange rates;
the impact of increasing competition;
conditions in general economic and financial markets;
access to capital;
availability of drilling and related equipment;
effects of regulation by governmental agencies;
the continuation of current tax law and regulation; and
future operating costs.

Although management of Crossover and Resolute believe that the expectations reflected in their forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. The actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors set forth below and elsewhere in this Filing Statement:

failure to complete the Amalgamation, the Name Change and all transactions related to the Qualifying Transaction in all material respects in accordance with the Business Combination Agreement or at all;
failure to realize the anticipated benefits of the Amalgamation;
failure of the Resulting Issuer to operate and grow Resolute's business effectively;
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the market price of the Resulting Issuer Shares at any given point in time may not accurately reflect the longterm value of the Resulting Issuer;
the availability of financial resources to fund the Resulting Issuer's expenditures;
volatility in market prices for oil and natural gas;
liabilities inherent in oil and natural gas operations;
uncertainties associated with estimating oil and natural gas resources and reserves;
competition for, among other things, capital, acquisitions of resources and reserves, undeveloped lands and skilled personnel;
geological, technical, drilling and processing problems;
fluctuations in foreign exchange or interest rates and stock market volatility;
changes in income tax laws and incentive programs relating to the oil and natural gas industry;
the ability to effectively anticipate and assess changes to government policies and regulations, including those related to the environment;
failure to realize anticipated benefits of acquisitions;
global health crises, such as pandemics and epidemics, and the unexpected impacts related thereto; and
the other factors discussed under "Risk Factors".

Statements relating to "resources" are deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions that the resources described can be profitably produced in the future.

The above summary of assumptions and risks related to forward-looking information are provided in this Filing Statement in order to provide investors with a more complete perspective on Crossover's current and future operations and such information may not be appropriate for other purposes. Readers are cautioned that the foregoing lists of factors are not exhaustive. The forward-looking statements contained in this Filing Statement are expressly qualified by this cautionary statement. Except as required by Applicable Securities Laws, none of Crossover, Resolute or the Resulting Issuer undertakes any obligation or is under any duty to publicly update or revise any forward-looking statements. Readers should also carefully consider the matters discussed under the heading " Risk Factors " in this Filing Statement.

Market and Industry Data

The market and industry data contained in this Filing Statement are based upon information from independent industry and other publications and Resolute's management's knowledge of, and experience in, the industry in which Resolute operates. None of the sources of market and industry data has provided any form of consultation, advice or counsel regarding any aspect of, or is in any way whatsoever associated with, the Amalgamation. Market and industry data are subject to variations and cannot be verified with complete certainty due to limits on the availability and reliability of raw data at any particular point in time, the voluntary nature of the data gathering process or other limitations and uncertainties inherent in any statistical survey. Accordingly, the accuracy and completeness of this data are not guaranteed. Neither Crossover nor Resolute has independently verified any of the data from third party sources referred to in this Filing Statement or ascertained the underlying assumptions relied upon by such sources.

Reporting Currencies

In this Filing Statement, all dollar amounts are expressed in Canadian dollars, except as otherwise indicated. References to "$" or "dollars" are to Canadian dollars and references to "US$" are to United States dollars.

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GLOSSARY OF DEFINED TERMS

In this Filing Statement, the following words and terms shall have the following meanings:

" ABCA " means the Business Corporations Act (Alberta), RSA 2000, c B-9, as from time to time amended or reenacted;

" Acceleration Notice ” has the meaning ascribed to it under " Information Concerning the Qualifying Transaction – Resolute Private Placement ";

" AER " means the Alberta Energy Regulator;

" Affiliate " means a company that is affiliated with another company as described below:

A company is an "Affiliate" of another company if:

(a) one of them is the subsidiary of the other, or
(b) each of them is controlled by the same Person.

A company is "controlled" by a Person if:

(a) voting securities of the company are held, other than by way of security only, by or for the benefit of that Person, and
(b) the voting securities, if voted, entitle the Person to elect a majority of the directors of the company.

A Person beneficially owns securities that are beneficially owned by:

(a) a company controlled by that Person, or
(b) an Affiliate of that Person or an Affiliate of any company controlled by that Person.

" Agency Agreement " means the agency agreement dated June 6, 2023 among the Agent and Resolute, entered into in connection with the Resolute Private Placement;

" Agent " means Research Capital Corporation;

" Agent’s Commission " means the cash commission paid to the Agent in connection with the Resolute Private Placement, representing 8% of the aggregate gross proceeds of the Resolute Private Placement, except that such percentage was reduced to 4% of the aggregate gross proceeds from the investors pre-identified on the president’s list;

" Amalco " means "Resolute Resources Limited" or such other name as agreed to by Resolute and Crossover, being a wholly owned subsidiary of the Resulting Issuer formed upon completion of the Amalgamation;

" Amalco Shares " means the common shares in the capital of Amalco;

" Amalgamation " means the amalgamation of Resolute and Subco pursuant to section 181 of the ABCA on the terms and subject to the conditions set out in the Business Combination 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 as Schedule A of the Business Combination Agreement;

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" Amalgamation Closing " means the completion of the Amalgamation, including the issuance of post-Consolidation Crossover Shares to Resolute Shareholders, which shall take place on the Effective Date;

" Amalgamation Effective Time " means 12:01 a.m. (Calgary time) on the Effective Date;

" Applicable Securities Laws " means all Applicable Law relating to securities in each of the Canadian jurisdictions and the respective rules and regulations made thereunder, together with applicable published policy statements, instruments, orders and rulings of the securities regulatory authorities in such jurisdictions having the force of law, including rules of the TSXV;

" Associate " when used to indicate a relationship with a Person, means:

(a) an issuer of which the Person beneficially owns or controls, directly or indirectly, voting securities entitling it to more than 10% of the voting rights attached to outstanding securities of the issuer;
(b) any partner of the Person;
(c) any trust or estate in which the Person has a substantial beneficial interest or in respect of which a Person serves as trustee or in a similar capacity; and
(d) in the case of a Person who is an individual, a relative of that Person including:
(i) that Person's spouse or child; or
(ii) any relative of the Person or of his spouse who has the same residence as that Person;

but

(e) where the TSXV determines that two Persons shall, or shall not, be deemed to be associates with respect to a Member firm, Member corporation or holding company of a Member corporation, then such determination will be determinative of their relationships in the application of Rule D.1.00 of the TSXV Policies with respect to that Member firm, Member corporation or holding company;

" Articles of Amalgamation " means the articles of amalgamation providing for the Amalgamation to be filed with the Registrar by Subco and Resolute in order to effect the Amalgamation pursuant to Section 185 of the ABCA;

" Board Reconstitution " means the reconstitution of the board of directors of Crossover to allow for the appointment of: (a) Bradley Parkes; (b) Alexander Lindsay; (c) Kiernan Lynch; (d) Curtis W. Labelle; (e) Neil Bothwell; and (f) Chris Wolfenberg, or such other individuals as are determined by Resolute, subject to any required Regulatory Approvals;

" Business Combination Agreement " means the business combination agreement dated March 21, 2023, among Crossover and Resolute, a copy of which is available on SEDAR at www.sedar.com;

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

" Cash Compensation " has the meaning ascribed to it under " Information Concerning the Qualifying Transaction – Resolute Private Placement ";

" CEO " means Chief Executive Officer;

" Certificate of Amalgamation " means a certificate of amalgamation issued by the Registrar on receipt of the Articles of Amalgamation pursuant to subsection 185(4) of the ABCA;

" CFO " means Chief Financial Officer;

" COGE Handbook " means the Canadian Oil and Gas Evaluation Handbook prepared jointly by The Society of Petroleum Evaluation Engineers (Calgary Chapter) and the Canadian Institute of Mining, Metallurgy and Petroleum (Petroleum Society), as amended from time to time;

" company " unless specifically indicated otherwise, means a corporation, incorporated association or organization, body corporate, partnership, trust, association or other entity other than an individual;

" Compensation Options ” has the meaning ascribed to it under " Information Concerning the Qualifying Transaction – Resolute Private Placement ";

" Compensation Option Share ” has the meaning ascribed to it under " Information Concerning the Qualifying Transaction – Resolute Private Placement ";

" Compensation Option Warrant ” has the meaning ascribed to it under " Information Concerning the Qualifying Transaction – Resolute Private Placement ";

" Compensation Option Warrant Share ” has the meaning ascribed to it under " Information Concerning the Qualifying Transaction – Resolute Private Placement ";

" Completion of the Qualifying Transaction " means the date of the Final QT Exchange Bulletin issued by the TSXV;

" Consolidation " means the proposed consolidation of Crossover Shares prior to the Amalgamation Effective Time on the basis of two (2) pre-consolidation Crossover Shares for every one (1) post-consolidation Crossover Share;

" Contract " means any agreement, contract, licence, undertaking, option, engagement, or commitment of any nature, written or oral, including any: (a) lease of personal property; (b) unfilled purchase order; (c) forward commitment for supplies or materials or other forward contract; (d) derivative contract; (e) restrictive agreement or negative covenant agreement; and (f) loan or security documents;

" Control Person " means any Person that holds, or is one of a combination of Persons that holds, a sufficient number of any of the securities of an issuer so as to affect materially the control of that issuer, or that holds more than 20% of the outstanding voting securities of an issuer except where there is evidence showing that the holder of those securities does not materially affect the control of the issuer;

" CPC " means a corporation:

(a) that has filed and obtained a receipt for a preliminary CPC prospectus from one or more of the securities regulatory authorities in compliance with TSXV Policy 2.4, and
(b) in regard to which the Final QT Exchange Bulletin has not yet been issued;

" CPC Escrow Agent " means TSX Trust Company, the escrow agent of Crossover under the CPC Escrow Agreement;

" CPC Escrow Agreement " means the escrow agreement dated September 20, 2021 among Crossover, the CPC Escrow Agent and certain Crossover Shareholders in respect of the CPC Escrow Shares. See " Information Concerning the Resulting Issuer. – Escrowed Securities ";

" CPC Escrow Shares " means the 4,000,000 Crossover Shares that are currently held in escrow pursuant to the CPC Escrow Agreement;

" Crossover " or the " Corporation " means Crossover Acquisitions Inc., a CPC incorporated under the OBCA;

" Crossover Agent Options " means the 1,250,000 broker warrants of Crossover (pre-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;

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" Crossover Board " means the board of directors of Crossover, as constituted from time to time;

" 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, and the reviewed unaudited interim financial statements of Crossover as at and for the three months ended March 31, 2023, including the notes thereto;

" Crossover IPO " means the initial public offering of the Crossover Shares which was completed on October 15, 2021;

" Crossover IPO Agent " has the meaning ascribed to it under " Information Concerning Crossover Acquisitions Inc. – General Development of the Business – History of Share Structure ";

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

" Crossover MD&A " means the MD&A of Crossover all filed with regulatory authorities on www.sedar.com for the financial years ended December 31, 2022 and 2021, and the interim period ended March 31, 2023;

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

" Crossover Option Plan " means the stock option plan for the directors, officers, employees and consultants of Crossover in effect on the date hereof;

" Crossover Shareholder " means, at any time, the holders of Crossover Shares, from time to time, and “ Crossover Shareholders ” means all of such holders;

" Crossover Shares " means common shares without nominal or par value and an unlimited number in the capital of Crossover as presently constituted;

" Depositary " means the registrar and transfer agent for the Crossover Shares;

" Dissent Rights " mean the rights of Resolute Shareholders to dissent under section 191 of the ABCA with respect to the Amalgamation;

" Dissenting Resolute 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 ABCA 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 ABCA;

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

" Escrow Release Conditions " means the following, collectively:

(a) the completion or waiver by Resolute and Crossover (as applicable) of all conditions precedent to the Amalgamation in accordance with the terms of the Business Combination Agreement in order for the Amalgamation to constitute the “Qualifying Transaction” of Crossover under policies of the TSXV, provided that any amendment of the Business Combination Agreement or waiver of condition is acceptable to the Agent, acting reasonably;
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(b) the TSXV shall have conditionally approved the listing of the Resulting Issuer Shares on the TSXV and the completion, satisfaction or waiver of all conditions precedent to such listing, other than the release of the Escrowed Funds, shall have been fulfilled;
(c) the receipt of all regulatory, shareholder and third-party approvals, if any, required in connection with the Amalgamation in order for the Amalgamation to constitute the “Qualifying Transaction” of Crossover under policies of the TSXV (other than final approval of the TSXV);
(d) the distribution of: (i) the Resolute Shares and Resolute Private Placement Warrants comprising the Resolute Units, underlying the Resolute Subscription Receipts; and (ii) the Resulting Issuer Shares and Resulting Issuer Private Placement Warrants to be issued in exchange for the Resolute Shares and Resolute Private Placement Warrants, as applicable, pursuant to the Amalgamation being exempt from applicable prospectus requirements and any statutory or other hold period of Applicable Securities Laws;
(e) the representations and warranties of Resolute contained in the Agency Agreement being true and accurate in all material respects, as if made on and as of the Escrow Release Date; and
(f) the delivery of the Release Notice to the Escrow Agent confirming the conditions in (a) through (e) have been satisfied;

" Escrow Release Date " means the date on which the Escrow Release Conditions are satisfied;

" Escrowed Funds " has the meaning ascribed to it under " Information Concerning the Qualifying Transaction – Resolute Private Placement ";

" Escrowed Proceeds " has the meaning ascribed to it under " Information Concerning the Qualifying Transaction – Resolute Private Placement ";

" Evie Project " means Resolute’s exploration project in Northeast British Columbia;

" 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;

" 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 ABCA, or as agreed between Resolute and the Dissenting Resolute Shareholder;

" Filing Statement " means this filing statement prepared by Crossover and Resolute in accordance with Form 3B2 of the TSXV Corporate Finance Manual;

" Final QT Exchange Bulletin " means the bulletin issued by the TSXV following the closing of the Qualifying Transaction and the submission of all required documentation that evidences final TSXV acceptance of the Qualifying Transaction;

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

" GLJ " means GLJ Ltd.;

" 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 bylaws, as amended;

" 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

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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;

" IFRS " means International Financial Reporting Standards as issued by the International Accounting Standards Board and as adopted by the Canadian Institute of Chartered Accountants;

" 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;

" Initial Release " has the meaning ascribed to it under " Information Concerning the Resulting Issuer – Escrowed Securities ";

" Insider " if used in relation to an issuer, means:

(a) a director or senior officer of the issuer,
(b) a director or senior officer of a company that is an insider or subsidiary of the issuer,
(c) a Person that beneficially owns or controls, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to all outstanding voting securities of the issuer, or
(d) the issuer itself if it holds any of its own securities;

" IIROC " means the Investment Industry Regulatory Organization of Canada;

" 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 self-regulatory 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;

" LOI " means the letter of intent between Resolute and Crossover dated January 5, 2023;

" 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 the Business Combination Agreement or materially impede the consummation of the transactions contemplated by the Business Combination Agreement, other than any change, event or occurrence: (a) affecting the oil and gas industry in general; (b) in or relating to general political, economic, financial or capital market conditions (including any reduction in market indices); (c) in or relating to IFRS or regulatory accounting requirements; or (d) 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 (a) to (d) 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:

(a) the occurrence of any Material Adverse Change;
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(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) of the Business Combination Agreement, the obligations of Crossover pursuant to the Consolidation, any other transaction, action or event contemplated by the Business Combination 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: (A) any shares in the capital of the Party of any class; (B) any securities convertible into, or rights, warrants or options to acquire, any such shares; or (C) 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;

" Member " has the meaning set out in the TSXV Policies;

" MD&A " means Management's Discussion and Analysis;

" misrepresentation " has the meaning ascribed thereto in the Securities Act;

" Name Change " means the change of name of Crossover to "Resolute Resources Ltd." or such other name as is determined by Resolute in connection with the Amalgamation Closing and as may be accepted by the TSXV;

" Named Executive Officers " or " NEO " means, in relation to a company, each of the following individuals:

(a) any individual who acted as CEO of the company, or acted in a similar capacity, for any part of the most recently completed financial year;
(b) any individual who acted as CFO of the company, or acted in a similar capacity, for any part of the most recently completed financial year;
(c) each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(6) of Form 51-102F6 – Statement of Executive Compensation – Venture Issuers , for that financial year, and
(d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the company, nor acting in a similar capacity, at the end of that financial year;

" NGLs " means natural gas liquids;

" NI 51-101 " means National Instrument 51-101 – Standards of Disclosure for Oil And Gas Activities or any successor instrument(s);

" NI 51-102 " means National Instrument 51-102 – Continuous Disclosure Obligations or any successor instrument(s);

" NI 52-110 " means National Instrument 52-110 – Audit Committees or any successor instrument(s);

" NI 58-101 " means National Instrument 52-110 – Disclosure of Corporate Governance Practices or any successor instrument(s);

" Non-Arm's Length Party " means:

(a) in relation to a company:
(i) a promoter, officer, director, other Insider or Control Person of that company and any Associates or Affiliates of any of such Persons, or
(ii) another entity or an Affiliate of that entity, if that entity or its Affiliate have the same promoter, officer, director, Insider or Control Person as the company; and
(b) in relation to an individual, any Associate of the individual or any company of which the individual is a promoter, officer, director, Insider or Control Person;

" Non-Arm’s Length Parties to the Qualifying Transaction " means the Vendor(s) (as defined in the TSXV Policies), any Target Company(ies) (as defined in the TSXV Policies) and includes, in relation to Significant Assets or Target Company(ies), the Non-Arm’s Length Parties of the Vendor(s), the Non-Arm’s Length Parties of any Target Company(ies) and all other parties to or associated with the Qualifying Transaction and Associates or Affiliates of all such other parties;

" Non-Arm's Length Qualifying Transaction " means a proposed Qualifying Transaction where the same party or parties or their respective Associates or Affiliates are Control Persons in both the CPC and in relation to the Significant Assets which are to be the subject of the proposed Qualifying Transaction;

" OBCA " means the Business Corporations Act ( Ontario ), RSO 1990, c. B.16, as from time to time amended or reenacted;

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" Offering ” has the meaning ascribed to it under " Information Concerning the Qualifying Transaction – Resolute Private Placement ";

" Offering Price ” has the meaning ascribed to it under " Information Concerning the Qualifying Transaction – Resolute Private Placement ";

" OPEC " means the Organization of Petroleum Exporting Countries;

" Parties " means any two or more of Crossover, Resolute, and Subco as the context requires, and " Party " means any one of them as the context requires;

" Person " unless specifically indicated otherwise, means a company or individual;

" 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;

" Qualifying Transaction " means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another company or by other means;

" Registrar " means the Registrar appointed under Section 263 of the ABCA;

" 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;

" Release Notice " means a written notice executed by Resolute and the Agent addressed to the Subscription Receipt Agent confirming that the Escrow Release Conditions have been satisfied;

" Reporting Jurisdictions " has the meaning ascribed thereto in Section 4.2(e) of the Business Combination Agreement;

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

" Resolute Assets " means the assets, undertaking, property and rights of Resolute, of every kind and description and wheresoever situated, including the Contracts to which Resolute is a party or has rights or obligations under and all other assets and property that Resolute purports to own and all assets and property, including intellectual property, reflected as being owned by Resolute in its financial books and records;

" Resolute Board " means the board of directors of Resolute;

" Resolute Broker Warrants " means 625,000 warrants of Resolute issued to certain brokers of Resolute on February 2, 2022, having an exercise price of $0.10 per Resolute Share (subject to adjustment in accordance with the terms thereof), which expire at 5:01pm (Calgary time) on February 2, 2025;

" 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 nine months ended March 31, 2023, including the notes thereto;

" Resolute Lock-Up Agreements " means any voluntary resale restriction agreements with the Resolute Shareholders required by the Agent to complete the Resolute Private Placement;

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" 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 MD&A " means the MD&A of Resolute for the financial years ended June 30, 2022 and 2021 and the nine months ended March 31, 2023;

" Resolute Option Plan " means the stock option plan for the directors, officers, employees and consultants of Resolute in effect on the date hereof;

" Resolute Options " means the 3,500,000 stock options of Resolute, each exercisable for one Resolute Share at a price of $0.10;

" Resolute Private Placement " means the: (a) tranche 1 sale of 16,000,800 Resolute Subscription Receipts on a brokered private placement basis under the Subscription Receipt Agreement for aggregate gross proceeds to Resolute of $4,000,200, which was completed on June 6, 2023; and (b) tranche 2 sale of 2,040,000 Resolute Subscription Receipts on a brokered private placement basis under the Subscription Receipt Agreement for aggregate gross proceeds to Resolute of $510,000, which was completed on July 10, 2023;

" Resolute Private Placement Warrants " means 9,020,400 warrants of Resolute issued pursuant to the Resolute Private Placement, having an exercise price of $0.50 per Resolute Share for a term of 60 months from the date of the Qualifying Transaction;

" Resolute Properties " means collectively, Petroleum and Natural Gas Agreements No. 054 5422070144, 054 5422070145, 054 5422070146, 054 5422070147, 054 5422070148, 054 5422070149, 054 5422070150, 005 0522070119, 054 5422110145, and Oil Sands Leases Agreement No. 074 7422070155, 074 7422070156, 074 7422070157, 074 7422070158, 074 7422070159, 074 7422070160, 074 7422120019, 074 7422120020, 074 7422120021, 074 7422120022, 074 7423010082, 074 7423010083, 074 7423010084, 074 7423050058, 074 7423050059 for the GFD Project in the Province of Alberta and PNG Drilling License No. 67088 and 67089 for the Evie Project in the Province of British Columbia;

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

" Resolute Shares " means Class A shares in the capital of Resolute;

" Resolute Subscription Receipts " means 18,040,800 subscription receipts issued under the Resolute Private Placement and pursuant to the terms of the Subscription Receipt Agreement, each such Resolute Subscription Receipt being automatically converted immediately prior to the Effective Time into one (1) Resolute Unit 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 the Province of British Columbia;

" Resolute Unit " means one Resolute Share and one-half of one Resolute Private Placement Warrant;

" Resolute Warrants " means the: (a) Resolute Broker Warrants; and (b) Resolute Private Placement Warrants;

" Resulting Issuer " means the issuer that was formerly a CPC, which exists upon issuance of the Final QT Exchange Bulletin;

" Resulting Issuer Board " means the board of directors of the Resulting Issuer;

" Resulting Issuer Broker Warrants " means warrants of the Resulting Issuer that will be issued in exchange for Resolute Broker Warrants upon completion of the Amalgamation;

xiii -

" Resulting Issuer Compensation Options ” has the meaning ascribed to it under " Information Concerning the Qualifying Transaction – Resolute Private Placement ";

" Resulting Issuer Compensation Option Share ” has the meaning ascribed to it under " Information Concerning the Qualifying Transaction – Resolute Private Placement ";

" Resulting Issuer Compensation Option Unit " means one Resulting Issuer Share and one-half of one Resulting Issuer Compensation Warrant;

" Resulting Issuer Compensation Warrant ” has the meaning ascribed to it under " Information Concerning the Qualifying Transaction – Resolute Private Placement ";

" Resulting Issuer Compensation Warrant Share ” has the meaning ascribed to it under " Information Concerning the Qualifying Transaction – Resolute Private Placement ";

" Resulting Issuer Option Plan " means the Crossover Option Plan which will be adopted by the Resulting Issuer upon Completion of the Qualifying Transaction;

" Resulting Issuer Options " means the options issued pursuant to the Resulting Issuer Option Plan;

" Resulting Issuer Private Placement Warrants " means warrants of the Resulting Issuer that will be issued in exchange for Resolute Private Placement Warrants upon completion of the Amalgamation.

" Resulting Issuer Shares " means the common shares in the capital of the Resulting Issuer;

" Resulting Issuer Warrants " means: (a) Resulting Issuer Broker Warrants; and (b) Resulting Issuer Private Placement Warrants;

" Resulting Issuer Private Placement Warrant Share " has the meaning ascribed to it under " Information Concerning the Qualifying Transaction – Resolute Private Placement ";

“ 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;

" Significant Assets " means one or more assets or businesses which, when purchased, optioned or otherwise acquired by a CPC, together with any other concurrent transactions, would result in the CPC meeting the initial listing requirements of the TSXV;

" Subco " means 2518663 Alberta Ltd., a wholly owned subsidiary of Crossover, incorporated under the laws of Province of Alberta that will be a wholly-owned Subsidiary of Crossover;

" Subco Shares " means the common shares in the capital of Subco;

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

" Subscription Receipt Agent " means TSX Trust Company;

" Subscription Receipt Agreement " means the subscription receipt agreement between TSX Trust Company, as subscription receipt agent, Resolute and the Agent dated June 6, 2023, 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;

" Tax Act " means the Income Tax Act (Canada);

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" Technical Report " means the technical report titled "Resolute Resources Ltd. Prospective Resources Assessment and Evaluation of the Gething Formation (as of February 28, 2023)" prepared for Resolute by GLJ;

" Termination Date " has the meaning ascribed thereto under the Subscription Receipt Agreement;

" Transactions " means, collectively, the Amalgamation, the Name Change, the Consolidation, the Board Reconstitution and all other transactions related to the Qualifying Transaction, as contemplated by the Business Combination Agreement;

" Transfer Agent " means TSX Trust Company, the transfer agent of Crossover;

" TSXV " means the TSX Venture Exchange Inc.;

“ 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 TSXV Policies) 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;

" TSXV Policies " means the policies of the TSXV;

" TSXV Policy 2.4 " means TSXV Policy 2.4 – Capital Pool Companies ;

" TSXV Policy 5.4 " means TSXV Policy 5.4 – Escrow, Vendor Consideration and Resale Restrictions

" Value Security Escrow Agreement " has the meaning given to it in " Information Concerning the Resulting Issuer – Escrowed Securities ";

" Warrant Agent " means TSX Trust Company; and

" Warrant Indenture " means the warrant indenture entered into on June 6, 2023 between Resolute and the Warrant Agent with respect to the Resolute Private Placement Warrants and, upon closing of the Transactions, the Resulting Issuer Private Placement Warrants.

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

NOTES ON RESOURCES DATA AND OTHER OIL AND GAS INFORMATION

All oil and natural gas resource information contained in this Filing Statement has been prepared and presented in accordance with NI 51-101.

Abbreviations

Oil and Natural Gas Liquids Bbl barrel Bbls barrels Other	Natural Gas
	Mcf thousand cubic feet MMcf million cubic feet

boe barrel of oil equivalent of natural gas and crude oil on the basis of 1 Boe for 6 Mcf of natural gas (this conversion factor is an industry accepted norm and is not based on either energy content or current prices)

WTI West Texas Intermediate, the reference price paid in United States dollars at Cushing, Oklahoma for crude oil of standard grade

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Caution Respecting Resources Information

The determination of oil and natural gas resources involves the preparation of estimates that have an inherent degree of associated risk and uncertainty. Categories of resources have been established to reflect the level of these uncertainties and to provide an indication of the probability of recovery. The estimation and classification of resources is a complex process involving the application of professional judgment combined with geological and engineering knowledge to assess whether specific classification criteria have been satisfied. Knowledge of concepts including uncertainty and risk, probability and statistics, and deterministic and probabilistic estimation methods is required to properly use and apply resources definitions. In addition, rules set forth in the COGE Handbook and NI 51-101 override professional judgments as to volumes of recovery, well productivity and other factors. The discounted and undiscounted net present value of future net revenues attributable to the resources described in this Filing Statement do not represent the fair market value of such resources. There is no assurance that the forecast prices and costs assumptions applied by the independent resources evaluators in evaluating the resources described herein will be attained and variances could be material. The recovery and resource estimates of light and medium oil resources provided herein are estimates only and there is no guarantee that the estimated resources will be recovered. Actual resources may be greater than or less than the estimates provided herein, and the difference may be material. The estimated future net revenue from the production of the disclosed oil and natural gas resources does not represent the fair market value of these resources. The prospective resources have been estimated using probabilistic (Monte Carlo) methods. The range of uncertainty of estimated recoverable volumes set forth herein and in the Technical Report may be represented by either deterministic scenarios or by a probability distribution. Resources should be provided as low, best, and high estimates as follows:

Low Estimate: This is a conservative estimate of the quantity that will actually be recovered. It is likely that the actual remaining quantities recovered will exceed the low estimate. If probabilistic methods are used, there should be at least a 90% probability that the quantities recovered will equal or exceed the low estimate.
Best Estimate: This is considered to be the best estimate of the quantity that will actually be recovered. It is equally likely that the actual remaining quantities recovered will be greater or less than the best estimate. If probabilistic methods are used, there should be at least a 50% probability that the quantities actually recovered will equal or exceed the best estimate.
High Estimate: This is considered to be an optimistic estimate of the quantity that will actually be recovered. It is unlikely that the actual remaining quantities recovered will exceed the high estimate. If probabilistic methods are used, there should be at least a 10% probability (P10) that the quantities actually recovered will equal or exceed the high estimate.

Caution Respecting Boe

This Filing Statement discloses certain estimated production information on a boe basis with natural gas converted to barrels of oil equivalent using a conversion factor of six Mcf to bbl of oil (6 Mcf:1 bbl). Condensate and other NGLs are converted to boe at a ratio of 1 bbl:1 bbl. Boe may be misleading, particularly if used in isolation. A boe conversion ratio of 6 Mcf:1 bbl is based roughly on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at sales point. This conversion conforms with NI 51–101 disclosure standards. Although the 6:1 conversion ratio is an industry-accepted norm, it is not reflective of price or market value differentials between product types. Based on current commodity prices, the value ratio between crude oil, NGLs and natural gas is significantly different from the 6:1 energy equivalency ratio. Accordingly, using a conversion ratio of 6 Mcf:1 bbl may be misleading as an indication of value.

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SUMMARY

The following is a summary of information relating to Crossover, Resolute and the Resulting Issuer (assuming Completion of the Qualifying Transaction) and should be read together with the more detailed information and financial data and statements contained elsewhere in this Filing Statement. This summary is provided for convenience and TSXV form requirements only and is qualified in its entirety by the more detailed information appearing or referred to elsewhere in this Filing Statement, including the Appendices attached hereto.

Summary of the Companies

Crossover Acquisitions Inc.

Crossover is a CPC that completed its initial public offering on October 15, 2021. The Crossover Shares are listed for trading on the TSXV under the stock symbol CRSS.P. Crossover has not commenced commercial operations and has no assets other than cash. It is intended that the Amalgamation, when completed, will constitute the Qualifying Transaction of Crossover pursuant to TSXV Policy 2.4. Crossover was incorporated under the laws of the Province of Ontario and its head and registered office is located in Toronto, Ontario. See " Information Concerning Crossover Acquisitions Inc. " for more information about Crossover.

Resolute is a private company that was incorporated under the laws of the Province of Alberta on June 5, 2019. Resolute’s registered office is located in Calgary, Alberta. Resolute is an energy corporation with projects in Northwest Alberta and Northeast British Columbia, where it is exploring shallow cretaceous sandstone reservoirs that can be exploited with multi-lateral open hole wells. Resolute has accumulated approximately 35,000 acres of resource properties related to its GFD Project in Northwest Alberta and approximately 10,000 acres of resource properties in Northeast British Columbia. Resolute is pursuing projects that are high in environmental, social and governance metrics, that result in lower emission oil and low water use due to no hydraulic fracturing, but that provide high economic returns. As a private company, Resolute does not have its shares listed for trading on any stock exchange or quotation system. See " Information Concerning Resolute Resources Ltd ." for more information about Resolute.

Summary of the Qualifying Transaction

The terms of the Business Combination Agreement are the result of arm's length negotiations between representatives of Crossover and Resolute and their respective advisors. This Filing Statement contains a brief summary of the events leading up to the negotiation of the Business Combination Agreement and announcement of the Qualifying Transaction. See " Information Concerning the Qualifying Transaction ".

Effective March 21, 2023, Crossover and Resolute entered into the Business Combination Agreement pursuant to which the Transaction will be effected in compliance with TSXV requirements. Pursuant to the Business Combination Agreement, Crossover will acquire all of the issued and outstanding Resolute Shares by way of a three-cornered amalgamation among Crossover, Subco and Resolute. The Amalgamation of Resolute and Subco will constitute the Qualifying Transaction of Crossover, and, upon completion of the Amalgamation, Amalco will be a wholly owned subsidiary of Crossover.

Specifically, immediately prior to the Amalgamation Effective Time, Crossover will effect the Name Change and the Consolidation and, in accordance with the terms of the Subscription Receipt Agreement, each Resolute Subscription Receipt will automatically be exchanged for one (1) Resolute Share and one-half of a Resolute Private Placement Warrant, and, at the Amalgamation Effective Time:

(a) each Resolute Share outstanding immediately prior to the Amalgamation Effective Time held by a Dissenting Resolute Shareholder a will become an entitlement to be paid the fair value of such share;
(b) each Resolute Share (other than those held by Dissenting Resolute Shareholders) outstanding immediately prior to the Amalgamation Effective Time, including those of former holders of Resolute Subscription
1 -

Receipts, shall be cancelled and, in consideration therefor, the holder of such Resolute Share shall receive (subject to rounding of fractional shares) such number of fully paid and nonassessable Resulting Issuer Shares issued by Crossover as is equal to the Exchange Ratio;

(c) each Subco Share outstanding immediately prior to the Amalgamation Effective Time shall be cancelled and, in consideration thereof, Amalco shall issue one Amalco Share to Crossover;
(d) 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;
(e) each Resolute Option outstanding immediately prior to the Amalgamation Effective Time shall be exchanged (subject to rounding of fractional options) for such number of 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 Resulting Issuer Options will be equal to the exercise price of the Resolute Options immediately prior to the Amalgamation Effective Time divided by the Exchange Ratio. For greater certainty, it is intended that subsection 7(1.4) of the Tax Act 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 Resulting Issuer Option held by such a holder of Resolute Options will be increased such that the In-The-Money Amount of the 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 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 Resulting Issuer Option Plan; and
(f) each Resolute Warrant outstanding immediately prior to the Amalgamation Effective Time shall be exchanged (subject to rounding of fractional warrants) for such number of 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 Resulting Issuer Warrants will be equal to the exercise price of the Resolute Warrants immediately prior to the Amalgamation Effective Time divided by the Exchange Ratio.

It is expected that 60,109,000 post-Consolidation Crossover Shares will be issued by Crossover to Resolute Shareholders, based on a deemed price of $0.25 per post-Consolidation Crossover Share, and would represent an aggregate consideration value of $15,027,250.

For detailed information regarding the Resulting Issuer, including the number of securities expected to be issued pursuant to the Amalgamation steps noted above, please refer to " Information Concerning the Qualifying Transaction ".

Definitive Agreement Summary

The Business Combination Agreement sets out the terms and conditions relating to the Amalgamation, which are the result of arm's length negotiations conducted between representatives of Crossover and Resolute and contains covenants, representations and warranties of and from Crossover and Resolute, and various conditions precedent, both mutual and with respect to each of Crossover, Resolute and Subco. Unless all such conditions are satisfied or waived (to the extent capable of being waived) by the Party for whose benefit such conditions exist, the Amalgamation will not proceed.

For detailed information regarding the Business Combination Agreement, please refer to " Information Concerning the Qualifying Transaction – The Business Combination Agreement ".

Interests of Insiders

Except as otherwise noted below, no Insider, promoter or Control Person of Crossover or Resolute or any of the respective Associates and Affiliates (before or after giving effect to the Transaction) has any interest in the Qualifying Transaction.

The following table states the name of each of the Insiders, promoters and Control Persons of Crossover, Resolute and the Resulting Issuer, respectively, and the number of Crossover Shares, Resolute Shares and Resulting Issuer Shares (after the Completion of the Qualifying Transaction), as the case may be, that such person has advised are beneficially owned (directly or indirectly) or over which control or direction is exercised by such person, in each case on a fullydiluted basis:

Insider, promoter or Control Person	Number of Crossover Shares beneficially owned or over which control is exercised	Number of Crossover Shares beneficially owned or over which control is exercised	Number of Resolute Shares beneficially owned or over which control is exercised	Number of Resolute Shares beneficially owned or over which control is exercised	Number of Resulting Issuer Shares beneficially owned or over which control is exercised (after giving effect to the Transactions)	Number of Resulting Issuer Shares beneficially owned or over which control is exercised (after giving effect to the Transactions)
	Number(1)	Approx. Percentage(2)	Number(3)	Approx. Percentage(4)	Number(5)	Percentage(6)
David Mitchell(7) Director, CEO, CFO and Secretary of Crossover	1,462,000	7.54%	400,000(8)	0.54%	1,131,000	1.34%
Terry Lynch(9) Director of Crossover	797,000	4.11%	2,000,000(7)	2.69%	2,398,500	2.85%
Matthew Goldman Director of Crossover	1,297,000	6.69%	1,000,000	1.34%	1,648,500	1.96%
Lawrence Guy Director of Crossover	1,297,000	6.69%	120,000(10)	0.16%	768,500	0.91%
Kiernan Lynch Director of Crossover and Director and President of Resolute and of the Resulting Issuer	797,000	4.11%	4,730,000	6.36%	5,128,500	6.10%
Bradley Parkes Director and CEO of Resolute and of the Resulting Issuer	—	—	4,717,200(11)	6.34%	4,717,200	5.61%
Neil Bothwell Director and CFO of Resolute and of the Resulting Issuer	—	—	1,530,000	2.06%	1,530,000	1.82%
Alexander Lindsay Director and Chief Operations Officer of Resolute and of the Resulting Issuer	—	—	6,687,200	8.99%	6,687,200	7.95%
Paul Collens Vice President, Exploration of Resolute and of the Resulting Issuer	—	—	600,000	0.81%	600,000	0.71%
Curtis Labelle Director of Resolute and of the Resulting Issuer	—	—	400,000	0.54%	400,000	0.48%
Chris Wolfenberg Director of Resolute and of the Resulting Issuer	—	—	150,000	0.20%	150,000	0.18%

Notes:

(1) Calculated on a fully-diluted basis, without giving effect to the Consolidation.

(2) Based on 19,400,000 Crossover Shares outstanding on a fully-diluted basis (comprised of 16,500,000 Crossover Shares, 1,650,000 Crossover Options and 1,250,000 Crossover Agent Options).

(3) Calculated on a fully-diluted basis assuming conversion of the Resolute Subscription Receipts.

(4) Based on 74,417,848 Resolute Shares outstanding on a fully-diluted basis after conversion of the Resolute Subscription Receipts (comprised of 60,109,000 Resolute Shares, 625,000 Resolute Broker Warrants, 9,020,400 Resolute Private Placement Warrants, 775,632 Compensation Options (which, if exercised in full, will result in 775,632 Resolute Shares and 387,816 Resolute Private Placement

Warrants) and 3,500,000 Resolute Options).

(5) Calculated on a fully-diluted basis.
(6) Based on 84,117,848 Resulting Issuer Shares outstanding on a fully diluted basis after giving effect to the Transactions (comprised of 68,359,000 Resulting Issuer Shares, 625,000 Resulting Issuer Broker Warrants, 9,020,400 Resulting Issuer Private Placement Warrants, 775,632 Resulting Issuer Compensation Options (which, if exercised in full, will result in 775,632 Resulting Issuer Shares and 387,816 Resulting Issuer Private Placement Warrants), 4,325,000 Resulting Issuer Options and 625,000 Crossover Agent Options).
(7) David Mitchell is a control person of Stillbridge Ventures Inc., which holds 600,000 Crossover Shares of the 1,462,000 Crossover Shares indicated in the table via this entity.
(8) David Mitchell’s spouse, being an Associate of David Mitchell, has subscribed for 100,000 Resolute Subscription Receipts pursuant to the Resolute Private Placement, which accounts for 150,000 fully diluted Resolute Shares of the 437,500 Resolute Shares indicated in the table.
(9) Terry Lynch, is a control person of a private holding company, which holds 2,000,000 Resolute Shares of the 2,000,000 Resolute Shares indicated in the table via this entity.
(10) Lawrence Guy’s spouse, being an Associate of Lawrence Guy, has subscribed for 80,000 Resolute Subscription Receipts pursuant to the Resolute Private Placement, which accounts for 120,000 fully diluted Resolute Shares of the 120,000 Resolute Shares indicated in the table.
(11) Bradley Parkes’s partner, being an Associate of Bradley Parkes, holds 60,000 Resolute Shares of the 4,717,200 Resolute Shares indicated in the table.

See " Information Concerning Crossover Acquisitions Inc. " and " Information Concerning the Resulting Issuer ".

TSXV Approval

Completion of the Qualifying Transaction remains subject to the final approval of the TSXV. The Transactions were conditionally approved by the TSXV on June 27, 2023; however, there is no assurance Crossover will receive final approval from the TSXV to complete the Transactions.

Intercorporate Relationships

A corporate organizational chart reflecting the proposed structure of Resulting Issuer after giving effect to Transactions is set forth below:

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Resolute Resources Ltd.
(formerly Crossover Acquisitions Inc. )
(Resulting Issuer)
(Ontario)
100%
Resolute Resources Limited
(Amalco)
(Alberta)
100%
Resolute Resources Corp.
(British Columbia)
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Arm's Length Transaction

The Amalgamation does not constitute a Non-Arm's Length Qualifying Transaction. With respect to the Qualifying Transaction, Crossover is a Non-Arm’s Length Party of Resolute since the companies share Kiernan Lynch as a director. In addition, certain directors and officers of Crossover own Resolute Shares. However, the same party or parties or their respective associates or affiliates are not control persons in both Crossover and Resolute. Accordingly,

the Qualifying Transaction does not constitute a Non-Arm’s Length Qualifying Transaction and minority shareholder approval of the Qualifying Transaction by Crossover’s shareholders is not required.

Summary Information Concerning the Resulting Issuer

For detailed information regarding the Resulting Issuer, please refer to " Information Concerning the Resulting Issuer ".

Estimated Funds Available to the Resulting Issuer and Proposed Principal Uses

The following table sets out information respecting the Resulting Issuer's sources of funds upon completion of the Transactions (assuming a closing date of July 31, 2023), and the proposed principal uses of such funds:

Description	Estimated Amount
Available Funds
Estimated consolidated working capital(1)		$1,419,453
Netproceeds of the Resolute Private Placement(2)		$4,218,486
Estimated funds available		$5,637,939
Use of Funds
General and administrative expenses for the first 12 months		$1,151,588
Fund drilling program(3)		$4,200,000
Lease rental		$55,000
Unallocated working capital		$231,351
Total Uses		$5,637,939

Notes:

(1) As of July 31, 2023.

(2) Gross proceeds raised under the Resolute Private Placement in the amount of $4,510,200, less Agent expenses and the Cash Compensation in the aggregate amount of $291,714.

(3) Drilling program to comprise of one 8 leg well (estimated to cost approximately $1,800,000), one 6 leg well (estimated to cost approximately $1,600,000) and a stratigraphic core hole planned for Grimshaw or Flood (estimated to cost approximately $600,000), with additional construction costs of approximately $200,000.

Selected Pro Forma Consolidated Financial Information

The following table summarizes selected pro forma consolidated financial information for the Resulting Issuer as of March 31, 2023. The information should be read in conjunction with the Resulting Issuer's pro forma consolidated statement of financial position and related notes included as Appendix 5.

	Crossover	Resolute		Resulting Issuer
			Pro Forma	Pro Forma
	($)	($)	Adjustments	($)(1)
			($)
Total Assets	1,098,767	2,401,345	4,218,486	7,718,598
Total Liabilities	18,325	156,397	360,000	534,722
Total Shareholders' Equity	1,080,442	2,244,948	3,858,486	7,183,876

Notes:

(1) For further information, see the unaudited pro forma consolidated statement of financial position of the Resulting Issuer set forth in Appendix 5 to this Filing Statement.

Stock Exchange Listings

The Resolute Shares are not listed on any Canadian or foreign stock exchange or traded on a Canadian or foreign market. The Crossover Shares are currently listed on the TSXV under the symbol "CRSS.P". The Crossover Shares were halted from trading on the TSXV on January 5, 2023 upon entering into the LOI and will remain halted pending

completion of the Qualifying Transaction. The closing price of the Crossover Shares on the TSXV on January 4, 2023, being the last trading date prior to the imposition of the trading halt, was $0.065 per Crossover Share. The Resulting Issuer intends to have the Resulting Issuer Shares listed on the TSXV under the symbol "RRL".

Conflicts of Interest

Directors and officers of the Resulting Issuer may also serve as directors and/or officers of other companies and may be presented from time to time with situations or opportunities which give rise to apparent conflicts of interest which cannot be resolved by arm's length negotiations but only through exercise by the directors and officers of such judgment as is consistent with their fiduciary duties to the Resulting Issuer which arise under applicable corporate law, especially insofar as taking advantage, directly or indirectly, of information or opportunities acquired in their capacities as directors or officers of the Resulting Issuer. It is expected that all conflicts of interest will be resolved in accordance with the OBCA. It is expected that any transactions with directors and officers will be on terms consistent with industry standards and sound business practice in accordance with the fiduciary duties of those persons to the Resulting Issuer, and, depending upon the magnitude of the transactions and the absence of any disinterested board members, may be submitted to the shareholders for their approval. In connection with the Amalgamation, Kiernan Lynch is a director of both Crossover and Resolute and, accordingly, he will abstain from any directors’ resolutions of Crossover and Resolute relating to the Transactions. For additional conflicts of interest considerations, see the below section of the Filing Statement entitled, " Risk Factors ".

Resolute Private Placement

Pursuant to the Resolute Private Placement, Resolute issued and sold 18,040,800 Resolute Subscription Receipts at the Offering Price on a private placement basis for aggregate gross proceeds of $4,510,200.

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

On each closing of the Resolute Private Placement, the Escrowed Proceeds were delivered to be held in escrow by the Subscription Receipt Agent appointed under the Subscription Receipt Agreement, and invested in an interest-bearing account, short-term obligation of, or guaranteed by, the government of Canada or any other investments that may be approved by the Agent. The balance of the cash payment, the Agent’s Commission and any further reasonable costs and expenses of the Agent payable by Resolute shall be released to the Agent from the Escrowed Funds and the balance of the Escrowed Funds shall be released from escrow to Resolute, upon the satisfaction or waiver (to the extent such waiver is permitted) of the Escrow Release Conditions. In the event that the Release Notice is not delivered to the Escrow Agent on or before the Termination Date, the Escrowed Funds will be returned pro rata to each holder of Resolute Subscription Receipts, and the Resolute Subscription Receipts will be immediately cancelled, void and of no value or effect.

Pursuant to the Amalgamation: (a) the Resolute Shares comprising the Resolute Units to be issued upon conversion of the Resolute Subscription Receipts will be exchanged for, without payment of any additional consideration and without any further action on the part of the holder thereof, an equal number of Resulting Issuer Shares; and (b) the Resolute Private Placement Warrants comprising the Resolute Units to be issued upon conversion of the Resolute Subscription Receipts will be exchanged for an equal number of Resulting Issuer Private Placement Warrants. In the event a holder of Resolute Units would be entitled to receive a fractional Resulting Issuer Share and/or a fractional Resulting Issuer Private Placement Warrant, no such fractional Resulting Issuer Share nor fractional Resulting Issuer Private Placement Warrant will be issued and the number of Resulting Issuer Shares and/or Resulting Issuer Private Placement Warrants to be received by such holder will be rounded down to the next lowest whole number of Resulting Issuer Shares and/or Resulting Issuer Private Placement Warrants. Each Resulting Issuer Private Placement Warrant shall entitle the holder thereof to purchase one Resulting Issuer Private Placement Warrant Share for a period of 60

months following the date the Escrow Release Conditions are satisfied, at a price of $0.50 per Resulting Issuer Private Placement Warrant Share, subject to adjustment in certain events as set out in the Warrant Indenture.

The net proceeds from the Resolute Private Placement will be used to fund the business of the Resulting Issuer, which is the exploration and production of oil and gas properties (including general and administrative expenses for the Resulting Issuer), and for general working capital purposes.

Agent Compensation under the Resolute Private Placement

Pursuant to the Agency Agreement, in consideration of the services rendered by the Agent in connection with the Resolute Private Placement, Resolute is obligated to pay to the Agent the Cash Compensation, being an aggregate of $291,714. The obligation of Resolute to pay the applicable Cash Compensation arose at each closing of the Offering and the applicable Cash Compensation was fully earned by the Agent at such closing time; provided, however, 50% of the applicable Cash Compensation was paid to the Agent on each closing of the Offering and the remaining 50% was deposited in escrow with the Subscription Receipt Agent to form part of the Escrowed Proceeds, and shall be paid to the Agent upon satisfaction of the Escrow Release Conditions.

As additional consideration for the services rendered by the Agent, on the first tranche closing of the Offering, Resolute granted to the Agent and its designated sub-agents an aggregate of 694,032 Compensation Options and, on the second tranche closing of the Offering, Resolute granted to the Agent an aggregate of 81,600 Compensation Options. Each Compensation Option entitles the holder thereof to acquire one Resolute Unit, consisting of one Compensation Option Share and one-half of one Compensation Option Warrant, at an exercise price equal to $0.25 for a period of 24 months following the date the Escrow Release Conditions are satisfied. Each Compensation Option Warrant shall entitle the holder thereof to purchase one Compensation Option Warrant Share at an exercise price equal to $0.50 for a period of 60 months following the date the Escrow Release Conditions are satisfied, subject to adjustment in certain events as set out in the Warrant Indenture.

Pursuant to the Amalgamation, the Compensation Options shall be exchanged for an equal number of Resulting Issuer Compensation Options. Each Resulting Issuer Compensation Option will entitle the holder thereof to acquire one Resulting Issuer Compensation Option Unit, consisting of one Resulting Issuer Compensation Option Share and onehalf of one Resulting Issuer Compensation Option Warrant, at an exercise price equal to $0.25 for a period of 24 months following the date the Escrow Release Conditions are satisfied. Each Resulting Issuer Compensation Option Warrant shall entitle the holder thereof to purchase one Resulting Issuer Compensation Option Warrant Share at a price of $0.50 for a period of 60 months following the date the Escrow Release Conditions are satisfied, subject to adjustment in certain events as set out in the Warrant Indenture. In the event a holder would be entitled to receive a fractional Resulting Issuer Compensation Option, no such fractional Resulting Issuer Compensation Option will be issued and the number of Resulting Issuer Compensation Options to be received by such holder will be rounded down to the next lowest whole number of Resulting Issuer Compensation Option.

Interests of Experts

To the knowledge of Crossover, no Person whose profession or business gives authority to a statement made by the Person and who is named as having prepared or certified a part of this Filing Statement or prepared or certified a report or valuation described or included in this Filing Statement has a direct or indirect beneficial interest in the securities or property of Crossover, Resolute, the Resulting Issuer or in any Associate or Affiliate of the foregoing.

GLJ prepared the Technical Report in respect of the Resolute Assets. As at the date hereof, the partners and associates of GLJ do not own, directly or indirectly, any of the securities of either of Resolute or Crossover.

Wasserman Ramsay, auditors of Crossover, have confirmed with respect to Crossover that they are independent within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations.

KPMG LLP, auditors of Resolute, have confirmed with respect to Resolute that they are independent within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulations.

Risk Factors

The Qualifying Transaction should be considered highly speculative due to the nature of the proposed involvement in the exploration for and production of oil and natural gas. Future operations would be subject to all of the risks normally incident to the exploration and development of oil and natural gas properties and the drilling of oil and natural gas wells, which could result in dry wells, environmental damage, personal injuries, loss of life and damage to property of the Resulting Issuer and others. The marketability and price of oil and natural gas that may be acquired or discovered by the Resulting Issuer, if any, will be affected by numerous factors beyond the control of the Resulting Issuer. The Resulting Issuer will be subject to market fluctuations in the prices of oil and natural gas, deliverability uncertainties relating to the proximity of its resources to pipelines and processing facilities and extensive government regulations. The oil and gas industry is intensely competitive and the Resulting Issuer must compete in all aspects of their operations with a number of other entities that may have greater technical ability and/or financial resources. Title to oil and natural gas interests is often not capable of conclusive determination, without incurring substantial expense. For a more detailed description of these risks, and others, see " Risk Factors ".

Conditional Listing Approval

The TSXV has conditionally accepted the Qualifying Transaction subject to Crossover fulfilling all of the requirements of the TSXV.

INFORMATION CONCERNING THE QUALIFYING TRANSACTION

Introduction

Pursuant to the Business Combination Agreement, a copy of which is available on SEDAR at www.sedar.com, Crossover, a CPC which currently has no active business, agreed to acquire Resolute, such that the business of Resolute becomes the business of Crossover. In connection with the foregoing:

(a) Subco, a newly-incorporated wholly owned subsidiary of Crossover, and Resolute will amalgamate under the ABCA to form Amalco, resulting in Amalco being a wholly owned subsidiary of Crossover, and
(b) among other things, Crossover will issue Resulting Issuer Shares to the Resolute Shareholders at a ratio of one (1) Crossover Share per one (1) Resolute Share at a deemed price of $0.25 per Resolute Share. Following the Amalgamation Closing, the former Resolute Shareholders will own a majority of the outstanding Resulting Issuer Shares, and the individuals appointed as directors of Crossover pursuant to the Board Reconstitution will be the directors of the Resulting Issuer, all as more particularly described in this Filing Statement. The Amalgamation will constitute the Qualifying Transaction of Crossover. See " Information Concerning the Resulting Issuer ".

Completion of the Amalgamation is subject to the satisfaction of certain other closing conditions as more particularly described below and set out in the Business Combination Agreement. The following is a description of the principal elements of the Amalgamation.

Background to the Amalgamation

On October 15, 2021, Crossover completed its initial public offering. Crossover is a CPC pursuant to the TSXV Policies and to date has not carried on any operations. The principal business of Crossover has been to identify and evaluate opportunities for the acquisition of an interest in assets or businesses and, once identified and evaluated, to negotiate an acquisition or participation subject to acceptance for filing by the TSXV. Crossover does not have business operations or assets other than cash. Under the policies of the TSXV, the activities of Crossover are limited to identifying and evaluating assets or businesses which, when acquired, would qualify Crossover for listing as a Tier 2 issuer on the TSXV.

Since the issuance of the Crossover Shares pursuant to the Crossover IPO, management of Crossover has been focused on finding and evaluating assets or businesses with a view to completing a Qualifying Transaction.

On January 5, 2023, Resolute and Crossover entered into the LOI regarding a reverse take over transaction that would meet the TSXV requirements for the Qualifying Transaction.

On March 21, 2023, Crossover and Resolute entered into the Business Combination Agreement providing for the business combination contemplated by the Amalgamation, whereby Crossover and Resolute have agreed to combine their business by completing a three-cornered amalgamation. The terms of the Amalgamation are the result of arm's length negotiations conducted between Crossover and Resolute. See " Information Concerning the Qualifying Transaction – The Business Combination Agreement " below.

Reasons for the Amalgamation

In the course of their evaluations of the Amalgamation, the Crossover Board and the Resolute Board consulted with their respective management, legal advisors and financial advisors and reviewed an extensive amount of information regarding the market and the Parties' businesses. The Crossover Board also considered the potential benefits of the Amalgamation, including, but not limited to:

(a) Resolute's status as a strong target for the purposes of business combination due to its resources, management team and business plan; and
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(b) the advantage of dispensing with the requirement to obtain court approvals required for plans of arrangement.

Qualifying Transaction

The Amalgamation, if completed, will result in the acquisition of all of the issued and outstanding Resolute Shares by Crossover on the basis of one (1) Resulting Issuer Share for each one (1) Resolute Share issued and outstanding. Based on approximately 42,068,200 Resolute Shares (exclusive of any Resolute Shares issued upon the automatic conversion of Resolute Subscription Receipts) expected to be outstanding immediately prior to the Amalgamation Closing, the Amalgamation is expected to result in the issuance of an aggregate of 42,068,200 Crossover Shares to holders of Resolute Shares.

In the event that the Amalgamation is completed and assuming that the Resulting Issuer has 68,359,000 Resulting Issuer Shares outstanding immediately following the completion of the Amalgamation, holders of Resolute Shares are expected to hold approximately 61.54% of the outstanding Resulting Issuer Shares, holders of Crossover Shares are expected to hold approximately 12.07% of the outstanding Resulting Issuer Shares and subscribers who participated in the Resolute Private Placement are expected to hold approximately 26.39% of the outstanding Resulting Issuer Shares, on a non-diluted basis. The business of Resolute will become the business of the Resulting Issuer.

Steps of the Amalgamation

Assuming the conditions to the Amalgamation Closing are satisfied or waived, the following are the principal steps to the Amalgamation:

(a) immediately prior to completion of the Amalgamation:
(i) Crossover will effect the Name Change and the Consolidation; and
(ii) in accordance with the terms of the Subscription Receipt Agreement, each Resolute Subscription Receipt will automatically be exchanged for one (1) Resolute Unit;
(b) at the Amalgamation Effective Time, Subco and Resolute will amalgamate and continue as one company, being Amalco, a corporation subsisting under the ABCA, pursuant to the provisions of the ABCA; and
(c) at the Amalgamation Effective Time:
(i) each Resolute Share outstanding immediately prior to the Amalgamation Effective Time held by Dissenting Resolute Shareholder will become an entitlement to be paid the fair value of such share;
(ii) each Resolute Share (other than those held by Dissenting Resolute Shareholders) outstanding immediately prior to the Amalgamation 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 rounding of fractional shares) such number of fully paid and nonassessable Resulting Issuer Shares issued by Crossover as is equal to the Exchange Ratio;
(iii) each Subco Share outstanding immediately prior to the Amalgamation Effective Time shall be cancelled and, in consideration thereof, Amalco shall issue one Amalco Share to Crossover;
(iv) 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;
(v) each Resolute Option outstanding immediately prior to the Amalgamation Effective Time shall be exchanged (subject to rounding of fractional options) for such number of 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 Resulting Issuer Options will be equal
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to the exercise price of the Resolute Options immediately prior to the Amalgamation Effective Time divided by the Exchange Ratio. For greater certainty, it is intended that subsection 7(1.4) of the Tax Act 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 Resulting Issuer Option held by such a holder of Resolute Options will be increased such that the In-The-Money Amount of the 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 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 Resulting Issuer Option Plan; and

(vi) each Resolute Warrant outstanding immediately prior to the Amalgamation Effective Time shall be exchanged (subject to rounding of fractional warrants) for such number of 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 Resulting Issuer Warrants will be equal to the exercise price of the Resolute Warrants immediately prior to the Amalgamation Effective Time divided by the Exchange Ratio.

Following the Amalgamation Closing, Amalco shall be a wholly-owned subsidiary of Crossover with Crossover holding all of the issued and outstanding Amalco Shares and, in accordance with provisions of the ABCA:

(a) the Amalgamation of Resolute and Subco and their continuance as one corporation shall become effective;
(b) the property of each of Resolute and Subco shall continue to be the property of Amalco;
(c) Amalco shall continue to be liable for the obligations of each of Resolute and Subco;
(d) any existing cause of action, claim or liability to prosecution shall be unaffected;
(e) any civil, criminal or administrative action or proceeding pending by or against either Resolute or Subco may be continued to be prosecuted by or against Amalco;
(f) a conviction against, or ruling, order or judgment in favour of or against, either Resolute or Subco may be enforced by or against Amalco; and
(g) 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.

The Business Combination Agreement

The Business Combination Agreement sets out the terms and conditions relating to the Amalgamation. The provisions of the Business Combination Agreement are the result of arm's length negotiations conducted between representatives of Crossover and Resolute. Below are summaries of certain of the material terms and conditions of the Business Combination Agreement, which summaries are subject to, and qualified in their entirety by reference to, the terms and conditions of the full text of the Business Combination Agreement, which is available on SEDAR at www.sedar.com.

For detailed information regarding the business of Resolute, please refer to " Information Concerning the Resolute Resources Ltd. ".

General

The Amalgamation will be effected pursuant to the Business Combination Agreement. The Business Combination Agreement contains covenants, representations and warranties of and from each of Crossover and Resolute, and various conditions precedent, both mutual and with respect to each of Crossover and Resolute. Unless all such

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conditions are satisfied or waived (to the extent capable of being waived) by the Party for whose benefit such conditions exist, the Amalgamation will not proceed.

Representations and Warranties of the Parties

The Business Combination Agreement contains certain customary representations and warranties of each of Crossover and Resolute relating to, among other things, their respective organization, qualification and authorization to enter into the Business Combination Agreement and to consummate the Amalgamation, as well as certain representations and warranties related to the absence of any violation of, or conflict with, among other things, such Party's constating documents or Applicable Laws. In addition, each of Crossover and Resolute have made certain representations and warranties with respect to their respective business, operations and assets. The representations and warranties made by the Parties are, in certain cases, subject to specified exceptions or qualifications. For the complete text of the applicable provisions, see Article 4 of the Business Combination Agreement.

Mutual Conditions Precedent

The respective obligations of Crossover and Resolute to consummate the transactions contemplated by the Business Combination Agreement, and, in particular, the Amalgamation, are subject to the satisfaction, at or before the Amalgamation Effective Time, of the following conditions, each of which may be waived, in whole or in part, only by the mutual consent of Crossover and Resolute:

(a) Regulatory Approvals . 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 Name Change and the Consolidation, 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 and the other transactions contemplated thereby, all such consents and approvals to be on terms and conditions reasonably acceptable to the Parties.
(b) Consolidation and Name Change . The requisite approval of the Crossover Shareholders of the Consolidation, the Name Change, the Equity Incentive Plan and the Board Reconstitution shall have been obtained in accordance with Applicable Laws; further, Crossover shall have completed the Consolidation and Name Change.
(c) TSX Acceptance of Resulting Issuer Securities Listing . The Resulting Issuer Shares to be issued upon completion of the Amalgamation and the Resulting Issuer Shares issuable upon the due exercise of the Resulting Issuer Options and the Resulting Issuer 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 Effective Date.
(d) Resolute Shareholder Approval . The requisite approval of the Resolute Shareholders of the Amalgamation shall have been obtained in accordance with Applicable Laws.
(e) Resolute Private Placement . The completion of the Resolute Private Placement for minimum gross proceeds of $4 million.
(f) TSXV Escrow Agreement . 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.
(g) Dissent Rights . The Dissent Rights shall not have been exercised by Resolute Shareholders in respect of a toral number of Resolute Shares exceeding 5% of the outstanding Resolute Shares immediately prior to the Amalgamation Effective Time.
(h) No Material Adverse Change . No Material Adverse Change shall have occurred with respect to the business, property, assets, prospects or financial and operational condition of each Party.
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(i) No Termination . The Business Combination Agreement shall not have been terminated pursuant to Article 9 therein.
(j) No Action or Proceeding . 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.

Conditions in Favour of Crossover

The obligation of Crossover to consummate the transactions contemplated by the Business Combination Agreement, and in particular the Amalgamation, is subject to the following conditions:

(a) Representations and Warranties. The representations and warranties of Resolute contained in the Business Combination 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 the Business Combination 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 Effective 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 case 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 Effective Date.
(b) Covenants. Resolute shall have fulfilled or complied in all respects with its covenants and obligations contained in the Business Combination Agreement to be fulfilled or complied with by it on or prior to the Effective 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 Effective Date.
(c) TSXV Form 2A. 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.
(d) TSXV Sponsor Report. 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.
(e) Required Approvals. 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 the Business Combination Agreement.

The foregoing conditions are for the exclusive benefit of Crossover and may be asserted by Crossover regardless of the circumstances or may be waived in whole or in part by Crossover without prejudice to any claims it may have for breach of covenant, representation or warranty or otherwise.

Conditions in Favour of Resolute

The obligation of Resolute to consummate the transactions contemplated by the Business Combination Agreement, and in particular the Amalgamation, is subject to the following conditions:

(a) Representations and Warranties. The representations and warranties of Crossover contained in the Business Combination Agreement that are qualified by materiality or Material Adverse Change qualifications shall be
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true and correct in all respects and all other representations and warranties of Crossover set forth in the Business Combination 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 Effective 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 case 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 Effective Date.

(b) Covenants. Crossover shall have fulfilled or complied in all respects with its covenants and obligations contained in the Business Combination Agreement to be fulfilled or complied with by it on or prior to the Effective 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 Effective Date.
(c) Reporting Issuer in Good Standing. 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.
(d) Required Approvals. 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).
(e) Resignation by the Directors and Officers of Crossover and Subco. Each of the directors and officers of Crossover and Subco, as directed by Resolute, shall have been tendered.
(f) Mutual Releases. 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.
(g) Consolidation, Name Change, and Board Reconstitution. The completion of each of the Consolidation, Name Change, and Board Reconstitution.
(h) Crossover Lock-Up Agreements. If required by the Agent, certain securityholders of Crossover shall enter into voluntary resale restriction agreements in connection with the Resolute Private Placement.
(i) Due Diligence. The satisfactory completion of due diligence investigations of Crossover and Subco to confirm the accuracy of disclosures made in this Filing Statement.
(j) Resulting Issuer Auditors. Crossover shall have taken all necessary steps to change its auditor to the auditor of Resolute.

The foregoing conditions are for the exclusive benefit of Resolute and may be asserted by Resolute regardless of the circumstances or may be waived in whole or in part by Resolute without prejudice to any claims it may have for breach of covenant, representation or warranty or otherwise.

Mutual Covenants

The Business Combination Agreement also contains customary negative and affirmative covenants of Crossover and Resolute, including the following mutual covenants:

(a) Consummation of Qualifying Transaction. The Parties agree to use all commercially reasonable efforts to consummate the Qualifying Transactions and all matters described herein and to use all commercially reasonable efforts to obtain all required Regulatory Approvals.
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(b) Share Capital and No Dividends. The Parties shall not other than in connection with the Share Consolidation, split, consolidate or reclassify any outstanding securities, nor declare, set aside, or pay any dividends on or make any other distributions on or in respect of its outstanding securities.
(c) Preservation of Corporate Structure. The Parties shall not other than in connection with the Qualifying Transaction, reorganize, amalgamate, or merge with any other Person, nor acquire any business or Person which acquisition or other transaction would reasonably be expected to prevent, materially delay, or materially alter the Qualifying Transaction.
(d) Other Filings. The Parties shall prepare and file all filings required under Applicable Laws relating to the Qualifying Transaction.
(e) Additional Agreements. Subject to fiduciary obligations and Applicable Laws, each Party 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 to consummate and make effective as promptly and as practicable by May 31, 2023 the Qualifying Transaction and to cooperate with each other in connection with the foregoing, including, as applicable, using commercially reasonable efforts: (i) to obtain all necessary waivers, consents, and approvals from other parties to material agreements, leases and other contracts or agreements; (ii) to defend all lawsuits or other legal proceedings challenging the Business Combination Agreement or the consummation of the Qualifying Transaction; (iii) 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 (iv) to effect all necessary registrations and other filings and submissions of information requested by Government Authorities.
(f) Representations and Warranties. Neither Resolute or Crossover shall 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 Sections 4.1 (other than Sections 4.1(b) or Section 4.1(e)) and 4.2 of the Business Combination Agreement being untrue in any material respect at any time prior to the earlier of the closing of the Qualifying Transaction or the termination of the Business Combination Agreement.
(g) Notice of Material Change or Material Facts. 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 any representation or warranty set out in Section 4.1 or 4.2 of the Business Combination Agreement 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 in the Business Combination Agreement had the fact arisen prior to the date of the Business Combination Agreement.

Covenants of Resolute

The Business Combination Agreement also contains certain negative and affirmative covenants of Resolute, including the following covenants:

(a) Preservation of Petroleum and Natural Gas Interests. Resolute shall use commercially reasonable efforts to maintain and preserve all of its rights under its petroleum and natural gas interests.
(b) Standstill. Until the earlier of the Effective Date of termination of the Business Combination Agreement, Resolute or its representatives shall not, directly or indirectly, alone, or jointly in concert with any other Person: (i) acquire or agree to acquire, or make any proposal or offer to acquire any assets or securities of Crossover or any subsidiary thereof, including, without limitation commencing a “take-over bid” for any securities of Crossover; (ii) solicit proxies from, or otherwise attempt to influence the conduct of, holders of Crossover securities; (iii) form, join or in any way participate as a “control person” with respect to the equity of Crossover; (iv) or 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
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to influence the conduct of Crossover, its Affiliates or its directors; (v) provide or cause to be provided any information with respect to itself or its subsidiaries, or 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 the sale or issuance of any shares or convertible securities other than as contemplated in the Business Combination Agreement or pursuant to the exercise of presently outstanding options or share purchase warrants of Crossover, without the prior written consent of Crossover, or the sale, disposition or exchange of assets of Crossover or its subsidiaries without the prior written consent of Crossover, subject to certain exceptions as outlined in Section 6.3 of the Business Combination Agreement.

Implementation Covenants

The Business Combination Agreement also contains customary negative and affirmative covenants of Crossover and Resolute, including the following implementation covenants:

(a) Filing Statement. The filing of this Filing Statement, together with any other documents required by Applicable Laws in connection with the Qualifying Transaction.
(b) Meeting Documentation. The preparation and delivery of all documentation required in connection with the Resolute Meeting and Crossover Meeting.
(c) Listing. Crossover, with the assistance of Resolute shall use its commercially reasonable efforts to have the issuance of the Resulting Issuer Shares issuable pursuant to the Amalgamation accepted by the TSXV, including entering into all applicable escrow arrangements required by the TSXV.
(d) Preparation of Filings. Crossover and Resolute shall cooperate in the preparation of all applications for approvals and any other documents and taking 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 Business Combination Agreement and this Filing Statement. Further, each of Crossover and Resolute covenant that no information furnished by each respective party 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 each of Crossover and Resolute shall promptly notify the other if at any time before the Effective Date it becomes aware that this Filing Statement contains a misrepresentation, or otherwise requires an amendment or supplement to it, and if required shall cause the same to be distributed to Crossover Shareholders, Resolute Shareholders and/or filed with the Securities Authorities.
(e) Amalgamation Agreement. The Parties acknowledge and agree that the Amalgamation Agreement to be entered into in connection with the Amalgamation shall be substantially in the form attached as Schedule A of the Business Combination Agreement, and subject to receipt of all Regulatory Approvals, Crossover shall cause Subco to deliver to Resolute the duly executed Articles of Amalgamation and related documents to be filed by Resolute with the Registrar.
(f) Resulting Issuer Shares and Procedures. On the Effective Date, Crossover shall deposit such Resulting Issuer Shares with the Depositary to satisfy the consideration issuable to former Resolute Shareholders. The Depositary will then follow the procedures as outlined in Section 2.2(f) of the Business Combination Agreement.
(g) Additional Deliveries by Crossover and Resolute. Crossover and Resolute shall cause certain deliveries to be caused at the closing of the Qualifying Transaction, including, but not limited to: certificates of status, certified copies of shareholder and director resolutions, certified copies of constating documents, officers’ certificates, resignations and mutual releases, evidence of Crossover’s reporting issuer status, the TSXV
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Escrow Agreement, and such other documents that are customary for transactions of the nature and magnitude of the Qualifying Transaction.

For a complete text of the applicable provisions, see Section 2.2 and Articles 6, 7, and 8 of the Business Combination Agreement.

Covenants Relating to the Conduct of Business of the Parties

In the Business Combination Agreement, each of the Parties has agreed to certain negative and affirmative covenants relating to the operation of its business during the period from the date of the Business Combination Agreement until the earlier of the Effective Date and the date on which the Business Combination Agreement is terminated in accordance with its terms.

In respect of Resolute, Crossover, and Subco, such covenants include, among other things, that each Party: (a) 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) shall not amend its constating documents (except the Consolidation and Name Change of Crossover), declare set aside or pay any dividends in respect of its shares; (c) shall not issue grant, sell, or pledge any shares or convertible securities; (d) shall not redeem, purchase, or acquire any of its outstanding shares, split, combine, or reclassify any of its shares (except the Consolidation of Crossover); (f) shall not sell, pledge, dispose of, or encumber any assets other than in the case of Resolute in its ordinary course of business; (g) shall not acquire any Person, or make any investment; (h) shall not acquire any material assets or incur any indebtedness for borrowed money, other than in the case of Resolute in its ordinary course of business; (i) shall not enter into any transaction or material agreement not in the ordinary course of business; (j) shall not waive, release, grant, or transfer any material rights of value; and (k) shall not enter into new capital expenditure commitments or incur any new contingent liabilities other than in the case of Resolute in its ordinary course of business.

In respect of each of Crossover, such covenants include, among other things, that Crossover shall not directly or indirectly, take any action which would be reasonably expected to result in the delisting or suspension of the Crossover Shares or the Resulting Issuer Shares on the TSXV.

For the complete text of the applicable provisions, see Section 5.1 of the Business Combination Agreement.

Termination of the Business Combination Agreement

The Business Combination Agreement may be terminated at any time prior to the Effective Date:

(a) by the mutual agreement of Crossover and Resolute;
(b) by Resolute, if it determines, in its sole discretion that it will be unable to complete the Resolute Private Placement for a 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 execution of the Business Combination Agreement;
(d) in the event that the Effective Date has not occurred by May 31, 2023, subject to extension to June 30, 2023 if the Effective Date has not occurred solely due to the financial statement preparation of Resolute in accordance with the requirements of the TSXV; or
(e) by either Crossover or Resolute, upon written notice, in the event of any material misrepresentation or material breach of a warranty made by the other Party or the failure of the other Party to perform or observe in any material respect any of the covenants or agreements to be performed by such Party under the Business Combination Agreement;
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(f) by Crossover upon written notice to Resolute if the conditions to Crossover's obligations set forth in the Business Combination Agreement have not been satisfied or waived at closing of the Amalgamation; and
(g) by Resolute upon written notice to Crossover if the conditions to Resolute's obligations set forth in the Business Combination Agreement have not been satisfied or waived at closing of the Amalgamation,

provided that no Party shall be permitted to exercise any right of termination pursuant to the Business Combination Agreement if the event giving rise to such right is due to a material misrepresentation or material breach of warranty made by such Party, or the failure of such Party to perform or observe in any material respect any of the covenants or agreements to be performed by such Party under the Business Combination Agreement.

For the complete text of the applicable provisions, see Section 9.1 of the Business Combination Agreement.

Expenses

Except as otherwise expressly provided for in the Business Combination Agreement, each Party will bear the fees, disbursements and all other costs and expenses incurred by such Party in connection with the Business Combination Agreement.

Non-Arm's Length Party Transaction and Conflicts of Interest

The Qualifying Transaction is not a Non-Arm's Length Qualifying Transaction within the meaning of the policies of the TSXV. Crossover is a Non-Arm’s Length Party of Resolute since the companies share Kiernan Lynch as a director. In addition, certain directors and officers of Crossover own Resolute Shares. However, the same party or parties or their respective associates or affiliates are not control persons in both Crossover and Resolute. Accordingly, the Qualifying Transaction does not constitute a Non-Arm’s Length Qualifying Transaction and minority shareholder approval of the Qualifying Transaction by Crossover’s shareholders is not required.

Resolute Private Placement

Pursuant to the Resolute Private Placement, Resolute issued and sold 18,040,800 Resolute Subscription Receipts at a price of $0.25 per Resolute Subscription Receipt (the " Offering Price ") on a private placement basis for aggregate gross proceeds of $4,510,200 (the " Offering ").

On each closing of the Resolute Private Placement, the gross proceeds from that tranche of the Offering (less the reasonable costs and expenses of the Agent payable by Resolute) (the " Escrowed Proceeds ") were delivered to be held in escrow by the Subscription Receipt Agent appointed under the Subscription Receipt Agreement, and invested in an interest-bearing account, short-term obligation of, or guaranteed by, the government of Canada or any other investments that may be approved by the Agent (the Escrowed Proceeds, together with all interest and other income earned thereon, the " Escrowed Funds "). The balance of the cash payment, the Agent’s Commission and any further reasonable costs and expenses of the Agent payable by Resolute shall be released to the Agent from the Escrowed Funds and the balance of the Escrowed Funds shall be released from escrow to Resolute, upon the satisfaction or waiver (to the extent such waiver is permitted) of the Escrow Release Conditions.

The date on which the Escrow Release Conditions are satisfied or waived is referred to as the Escrow Release Date which, for greater certainty, shall be no later than the Termination Date except as may be extended in accordance with

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the terms of the Subscription Receipt Agreement. In the event that the Release Notice is not delivered to the Escrow Agent on or before the Termination Date, the Escrowed Funds will be returned pro rata to each holder of Resolute Subscription Receipts, and the Resolute Subscription Receipts will be immediately cancelled, void and of no value or effect.

The Resolute Private Placement Warrants are subject to an acceleration clause that entitles Resolute to provide notice (the " Acceleration Notice ") to holders that the Resolute Private Placement Warrants will expire 30 days from the date Resolute provides the Acceleration Notice. Resolute can only provide the Acceleration Notice if the closing price of the Resolute Shares on the TSXV is equal to or greater than $1.00 for 10 consecutive trading days. The description of the Resolute Private Placement Warrants herein is a summary only and is subject to the specific attributes and detailed provisions of the Resolute Private Placement Warrants to be set forth in the Warrant Indenture. In case of any inconsistency between the description of the Resolute Private Placement Warrants in this Filing Statement and the terms of the Resolute Private Placement Warrants as set forth in the Warrant Indenture, the provisions of Warrant Indenture shall govern.

Agent Compensation under the Resolute Private Placement

Pursuant to the Agency Agreement, in consideration of the services rendered by the Agent in connection with the Resolute Private Placement, Resolute is obligated to pay to the Agent a aggregate cash commission equal to: (a) 4.0% of the aggregate gross proceeds of the Offering from purchasers on the president’s list of Resolute Subscription Receipts; and (b) 8.0% of the aggregate gross proceeds of the Offering in respect of all other purchasers (the " Cash Compensation "). The obligation of Resolute to pay the applicable Cash Compensation arose at each closing of the Offering and the applicable Cash Compensation was fully earned by the Agent at such closing time; provided, however, 50% of the applicable Cash Compensation was paid to the Agent on closing of the Offering and the remaining 50% was deposited in escrow with the Subscription Receipt Agent to form part of the Escrowed Proceeds, and shall be paid to the Agent upon satisfaction of the Escrow Release Conditions. Payment of 50% of the applicable Cash Compensation was made by way of deduction from the aggregate gross proceeds of the Offering on the specific closing date.

As additional consideration for the services rendered by the Agent, on each closing of the Offering, Resolute granted to the Agent that number of non-transferable broker warrants equal to: (a) 4.0% of the number of Resolute Subscription Receipts sold to purchasers on the president’s list of Resolute Subscription Receipts; and (b) 8.0% of the number of Resolute Subscription Receipts sold pursuant to the Offering to all other purchasers (the " Compensation Options "). Each Compensation Option entitles the holder thereof to acquire one Resolute Unit, consisting of one Resolute Share (a " Compensation Option Share ") and one-half of one Resolute Private Placement Warrant (each whole Resolute Private Placement Warrant, a " Compensation Option Warrant "), at an exercise price equal to $0.25 for a period of 24 months following the date the Escrow Release Conditions are satisfied. Each Compensation Option Warrant shall

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entitle the holder thereof to purchase one Resolute Share (each, a " Compensation Option Warrant Share ") at an exercise price equal to $0.50 for a period of 60 months following the date the Escrow Release Conditions are satisfied, subject to adjustment in certain events as set out in the Warrant Indenture.

Pursuant to the Amalgamation, the Compensation Options shall be exchanged for an equal number of compensation options of the Resulting Issuer (the " Resulting Issuer Compensation Options "). Each Resulting Issuer Compensation Option will entitle the holder thereof to acquire one Resulting Issuer Compensation Option Unit, consisting of one Resulting Issuer Share (a " Resulting Issuer Compensation Option Share ") and one-half of one Resulting Issuer Private Placement Warrant (each whole Resulting Issuer Private Placement Warrant, a " Resulting Issuer Compensation Option Warrant "), at an exercise price equal to $0.25 for a period of 24 months following the date the Escrow Release Conditions are satisfied. Each Resulting Issuer Compensation Option Warrant shall entitle the holder thereof to purchase one Resulting Issuer Private Placement Warrant Share (a " Resulting Issuer Compensation Option Warrant Share ") at a price of $0.50 for a period of 60 months following the date the Escrow Release Conditions are satisfied, subject to adjustment in certain events as set out in the Warrant Indenture. In the event a holder would be entitled to receive a fractional Resulting Issuer Compensation Option, no such fractional Resulting Issuer Compensation Option will be issued and the number of Resulting Issuer Compensation Options to be received by such holder will be rounded down to the next lowest whole number of Resulting Issuer Compensation Option.

Arm's Length Transaction

The Amalgamation does not constitute a Non-Arm's Length Qualifying Transaction. Crossover is a Non-Arm’s Length Party of Resolute since the companies share Kiernan Lynch as a director. In addition, certain directors and officers of Crossover own Resolute Shares. However, the same party or parties or their respective associates or affiliates are not control persons in both Crossover and Resolute. Accordingly, the Qualifying Transaction does not constitute a NonArm’s Length Qualifying Transaction and minority shareholder approval of the Qualifying Transaction by Crossover’s shareholders is not required.

Canadian Securities Law Considerations

The distribution of the Crossover Shares pursuant to the Business Combination Agreement will constitute a distribution of securities which is exempt from the prospectus requirements of Applicable Securities Laws. With respect to the issuance of the 60,109,000 Crossover Shares to be issued on the Amalgamation, Resolute intends to rely on section 2.11 of National Instrument 45-106 — Prospectus Exemptions for exemptions from the prospectus requirements under Applicable Securities Laws. The Resulting Issuer Shares, other than those subject to escrow, may be resold in each of the provinces of Canada provided the trade is not a "control distribution" as defined in National Instrument 45-102 — Resale of Securities of the Canadian Securities Administrators ; no unusual effort is made to prepare the market or create a demand for those securities; no extraordinary commission or consideration is paid in respect of that sale; and, if the selling security holder is an Insider of the Resulting Issuer, the Insider has no reasonable grounds to believe that the Resulting Issuer is in default of securities legislation.

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INFORMATION CONCERNING CROSSOVER ACQUISITIONS INC.

The information contained in this section is presented on a pre-Transactions basis and is reflective of the current business, financial and share capital position of Crossover, without giving effect to any component of the Amalgamation. See " Information Concerning the Resulting Issuer " for pro forma business, financial and share capital information relating to the Resulting Issuer following completion of the Transactions.

Corporate Structure

Crossover was incorporated on May 27, 2019, by Certificate of Incorporation issued pursuant to the provisions of the OBCA. Crossover's principal and registered office is located at 77 King Street West, Suite 700, Toronto, Ontario M5K 1G8.

Crossover has one subsidiary, 2518663 Alberta Ltd., which was incorporated in Alberta on May 19, 2023, with a registered office located at 1900-520 3 Ave SW, Calgary AB, T2P 0R3. Crossover owns 100% of the voting securities of Subco.

General Development of the Business

History

Crossover is a CPC pursuant to the TSXV Policies and to date has not carried out any operations. The principal business of Crossover has been to identify and evaluate opportunities for the acquisition of an interest in assets or businesses and, once identified and evaluated, to negotiate an acquisition or participation subject to acceptance for filing by the TSXV. Crossover does not have business operations or assets other than cash, and currently has no written or oral agreements in principle for the acquisition of an asset or business, other than the Business Combination Agreement. Crossover has not been involved in any other proposed Qualifying Transactions, except for the Qualifying Transaction described herein with Resolute.

History of Share Structure

On September 20, 2021, Crossover filed its final prospectus. On October 15, 2021, Crossover completed the Crossover IPO, issuing an additional 12,500,000 Crossover Shares at a price of $0.10 per share for total gross proceeds of $1,250,000. Crossover incurred cash costs of approximately $160,000 for fees to iA Private Wealth Inc. (the " Crossover IPO Agent "), TSXV, legal and other expenses related to the Crossover IPO. Additionally, Crossover granted 1,250,000 Crossover Agent Options.

Crossover is a reporting issuer under applicable securities legislation in the provinces of British Columbia, Alberta, Saskatchewan, and Ontario. The Crossover Shares were listed for trading on the TSXV under the symbol TSXV:CRSS.P. Since the issuance of the Crossover Shares pursuant to the Crossover IPO, management of Crossover have been focused on finding and evaluating assets or businesses with a view to completing a Qualifying Transaction.

On January 5, 2023, Resolute and Crossover entered into the LOI regarding a reverse takeover transaction that would meet the TSXV requirements of for the Qualifying Transaction. The LOI was superseded by the Business Combination Agreement effective as of March 21, 2023.

Selected Financial Information and Management's Discussion and Analysis

Financial Information

Since incorporation, Crossover has incurred costs in seeking, evaluating and negotiating potential qualifying transactions and in meeting the disclosure obligations imposed upon it as a reporting issuer in the provinces of British Columbia, Alberta, Saskatchewan, and Ontario.

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The following table sets forth select financial information of Crossover for the financial years ended December 31, 2021 and 2022, and for the interim period ended March 31, 2023. Such information is derived from Crossover's Financial Statements and should be read in conjunction with such financial statements. See Appendix 1, which contains the Crossover Financial Statements for the financial periods ended December 31, 2021 and 2022, and the interim period ended March 31, 2023:

	Interim Period Ended	Years	Ended
	March 31, 2023	December 31, 2022	December 31, 2021
Item	(unaudited)	(audited)	(audited)
Revenue	-	-	-
Expenses
Shareholder information	$17,725	$10,150	$28,173
Professional fees	$53,269	$29,638	$14,470
Share based payments	-	-	$46,396
Balance Sheet
Cash	$1,086,302	$1,176,495	$1,195,338
Total assets	$1,098,767	$1,178,937	$1,217,216
Total liabilities	$18,325	$27,500	$13,266
Shareholders’ equity	$1,080,442	$1,151,437	$1,203,950
*Management's Discussion and Analysis*

The Crossover MD&A is attached as Appendix 2. The Crossover MD&A should be read in conjunction with Crossover's Financial Statements for the financial years ended December 31, 2021 and 2022, and the interim period ended March 31, 2023, together with the notes thereto, which is attached as Appendix 1.

Description of Securities

Share Capital

The authorized share capital of Crossover consists of an unlimited number of Crossover Shares. As at the date of this Filing Statement, 16,500,000 Crossover Shares are issued and outstanding. Each Crossover Share carries the right of one vote per share on any matter properly coming before a meeting of the holders of Crossover Shares or any adjournment or postponement thereof.

Crossover has granted 1,650,000 fully vested incentive stock options to its current directors and officers to purchase Crossover Shares at a price of $0.05 per Crossover Share, exercisable until October 15, 2026. Other than Kiernan Lynch, none of the current holders of Crossover Options will be a director, officer or consultant or employee of the Resulting Issuer and, as such, the existing Crossover Options held by such holders (other than Kiernan Lynch) are exercisable until the date that is twelve months following Closing.

Securities

Common Shares

Crossover is authorized to issue an unlimited number of Crossover Shares. The holders of common shares are entitled to dividends if, as and when declared by the directors, to one vote per share at a meeting of the holders of Crossover Shares and, upon liquidation, to receive such assets of Crossover as are distributable to the holders of the common shares.

Dividend Record and Policy

Crossover has not declared or paid any dividends or distributions on the Crossover Shares to date. The payments of dividends or distributions in the future are dependent on Crossover's earnings, financial condition and such other factors as the Crossover Board considers appropriate. Crossover currently does not anticipate paying any dividends in

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the foreseeable future due to its stage of development, and in no circumstance will it pay any dividends or make any distribution until completion of its Qualifying Transaction. Crossover's dividend policy will be reviewed from time to time in the context of its earnings, financial condition and other relevant factors.

Stock Option Plan

Crossover has adopted the Crossover Option Plan in accordance with the policies of the TSXV which provides that the Crossover Board may from time to time, in its discretion, grant to directors, officers, employees and consultants of Crossover non-transferable options to purchase Crossover Shares, provided that the number of Crossover Shares reserved for issuance under the Crossover Option Plan shall not exceed ten percent of the issued and outstanding Crossover Shares. In addition, the number of Crossover Shares reserved for issuance to any one person shall not exceed five percent of the issued and outstanding Crossover Shares and the number of Crossover Shares reserved for issuance to consultants or employees conducting Investor Relations Activities (as such term is defined by the TSXV) will not exceed two percent of the issued and outstanding Crossover Shares in any twelve-month period.

However, other than in connection with a Qualifying Transaction, during the time that Crossover is a CPC, the aggregate number of Crossover Shares issuable upon exercise of all options granted under the Crossover Option Plan shall not exceed ten percent of the Crossover Shares issued and outstanding at the closing of the Crossover IPO. The Crossover Board determines the price per Crossover Share, the number of Crossover Shares which may be allotted to each director, officer, employee and consultant, the vesting terms and all other terms and conditions of the option, subject to the rules of the TSXV. Options are exercisable for a period of up to ten years. If the holder ceases to be a director, officer, employee or consultant of Crossover, such holder's options must also be exercised within the later of: (a) twelve months after the Completion of the Qualifying Transaction; and (b) ninety days from the date of termination of employment or cessation of position with Crossover, including by reason of death. The option price on Crossover Shares that are the subject of any option shall be fixed by the Crossover Board when such option is granted, provided that such price shall not be less than the Discounted Market Price (as such term is defined in the policies of the TSXV) of the Crossover Shares, or such other price as may be determined under applicable rules and regulations of all regulatory authorities to which Crossover is subject, including the TSXV rules and policies. If prior to the exercise of an option, the holder ceases to be a director, officer, employee or consultant of Crossover, or its subsidiary, the option of the holder shall be limited to the number of shares purchasable by him/her immediately prior to the time of his/her cessation of office or employment and he/she will have no right to purchase any other shares.

The following options granted by Crossover to its current directors and officers remain outstanding:

Optionee	Date of Grant	Number of Crossover Shares Under Option	Exercise Price	Expiry Date
David Mitchell	October 15, 2021	462,000	$0.05	October 15, 2026(1)
Terry Lynch	October 15, 2021	297,000	$0.05	October 15, 2026(1)
Matthew Goldman	October 15, 2021	297,000	$0.05	October 15, 2026(1)
Kiernan Lynch	October 15, 2021	297,000	$0.05	October 15, 2026
Lawrence Guy	October 15, 2021	297,000	$0.05	October 15, 2026(1)
Total 1,650,000

Notes:

(1) These options will expire twelve months following the Completion of the Qualifying Transaction.

Prior Sales

As of the date hereof, there are a total of 16,500,000 Crossover Shares issued and outstanding. No securities were distributed by Crossover during the 12-month period before the date hereof.

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Stock Exchange Price

The Crossover Shares were listed and posted for trading on the TSXV on October 15, 2021. The Crossover Shares were halted from trading on the TSXV on January 5, 2023 upon entering into the LOI and will remain halted pending completion of the Qualifying Transaction. The closing price of the Crossover Shares on the TSXV on January 4, 2023, being the last trading date prior to the imposition of the trading halt, was $0.065 per Crossover Share.

The following table sets forth information relating to the trading of the Crossover Shares on the TSXV for the periods indicated:

Period	High ($)	Low ($)	Trading Volume
July 2022	$0.165	$0.075	1,000
August 2022	$0.075	$0.075	-
September 2022	$0.10	$0.075	357,000
October 2022	$0.09	$0.09	-
November 2022	$0.095	$0.065	94,000
December 2022	$0.095	$0.065	203,000
January 2023	$0.065	$0.065	-
February 2023	$0.065	$0.065	-
March 2023	$0.065	$0.065	-
April 2023	$0.065	$0.065	-
May 2023	$0.065	$0.065	-
June 2023	$0.065	$0.065	-
July 2023	$0.065	$0.065	-

Non-Arm's Length Party Transactions

The Qualifying Transaction is not a Non-Arm's Length Qualifying Transaction within the meaning of the policies of the TSXV.

Crossover is a Non-Arm’s Length Party of Resolute since the companies share Kiernan Lynch as a director. In addition, certain directors and officers of Crossover own Resolute Shares. However, the same party or parties or their respective associates or affiliates are not control persons in both Crossover and Resolute. Accordingly, the Qualifying Transaction does not constitute a Non-Arm’s Length Qualifying Transaction and minority shareholder approval of the Qualifying Transaction by Crossover’s shareholders is not required.

Legal Proceedings

There are no legal proceedings material to Crossover to which Crossover is a party or of which any of its property is the subject matter, and there are no such proceedings known to Crossover to be contemplated.

Auditor, Transfer Agent, and Registrar

Crossover's auditor is Wasserman Ramsay located at 3601 Hwy 7 East, Suite 1008, Markham, Ontario L3R 0M3. Wasserman Ramsay has been Crossover's auditor since inception .

TSX Trust, at its Toronto office located at 100 Adelaide St W #301, Toronto, Ontario M5H 1S3, is the transfer agent and registrar for the Crossover Shares.

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Material Contracts

Since incorporation, Crossover has entered into the following material contracts, which may be inspected without charge until the date of the Completion of the Qualifying Transaction and for a period of 30 days thereafter at the offices of Crossover at 77 King Street West, Suite 700, Toronto, Ontario M5K 1G8:

(a) the CPC Escrow Agreement;
(b) the agency agreement dated September 20, 2021 between Crossover and the Crossover IPO Agent;
(c) the transfer agency and registrar agreement dated September 20, 2021 between Crossover and the CPC Escrow Agent; and
(d) the Business Combination Agreement.
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INFORMATION CONCERNING RESOLUTE RESOURCES LTD.

The information contained in this section is presented on a pre-Transactions basis and is reflective of the current business, financial and share capital position of Resolute, without giving effect to any component of the Amalgamation. See " Information Concerning the Resulting Issuer " for pro forma business, financial and share capital information relating to the Resulting Issuer following completion of the Transactions.

Corporate Structure

Name and Incorporation

Resolute was incorporated on June 5, 2019, pursuant to the ABCA as "Resolute Resources Ltd.". Resolute is not a reporting issuer in any jurisdiction and the Resolute Shares are not listed or posted for trading on any stock exchange. The articles of Resolute were amended and restated on May 23, 2021, in order to amend its restrictions on share transfers, such that no securities (other than non-convertible debt securities) of Resolute shall be transferred without the approval of the board of directors.

Resolute's head office address is located at #3300, 205 5[th] Avenue SW, Calgary, Alberta T2P 2V7 and its registered and records office is located at 1900 – 520 3 Avenue SW, Calgary, Alberta T2P 0R3.

Intercorporate Relationships

Resolute has one directly held and wholly owned subsidiary, being Resolute Resources Corp. (the " Resolute Subsidiary "), a corporation incorporated under the laws of the province of British Columbia on June 18, 2019. Prior to the completion of the Amalgamation, Resolute directly holds 100% of the issued and outstanding shares of the Resolute Subsidiary. Following completion of the Amalgamation, the Resulting Issuer will hold 100% of the issued and outstanding shares of Amalco, which in turn will hold 100% of the issued and outstanding shares of the Resolute Subsidiary.

General Development of the Business

History of Resolute

Resolute is a private company incorporated under the laws of the province of Alberta on June 5, 2019. The registered office of Resolute is located in Calgary, Alberta. Resolute is an energy corporation with projects in Northwest Alberta and Northeast British Columbia, where it is exploring shallow cretaceous sandstone reservoirs that can be exploited with multi-lateral open hole wells. Resolute has accumulated approximately 35,000 acres of resource properties related to its GFD Project in Northwest Alberta and approximately 10,000 acres of resource properties in Northeast British Columbia. Resolute is pursuing projects that are high in environmental social and governance metrics, that result in lower emission oil and low water use due to no hydraulic fracturing, but that provide high economic returns. As a private company, Resolute does not have its shares listed for trading on any stock exchange or quotation system.

In December 2021, Resolute initiated a private placement of Resolute Shares to raise up to a maximum $1,000,000, with such funds to be used to drill a stratigraphic test well at the Evie Project in Northeast British Columbia. Due to significant demand, the maximum offering amount under the private placement was increased and Resolute raised a gross total of $2,316,380 through the issuance of Resolute Shares between January to March, 2022. Early in 2022, Resolute determined the resulting changes to the oil and gas regulatory system in British Columbia, as a result of the settled Blueberry First Nations agreement with the province of British Columbia, were being implemented too slow to execute the then proposed business plan of Resolute within a reasonable timeframe.

In March 2022, the board of directors of Resolute approved an acquisition of geologic data that would be the foundation for the acquisition of the GFD Project in Northwest Alberta. Through a series of Alberta Crown petroleum and natural gas and oil sands agreement dispositions, Resolute acquired approximately 30,000 acres of petroleum and natural gas and oil sands rights in the Peace River region of Alberta. In May 2023, Resolute purchased an additional

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8.75 sections of land in Northwest Alberta, which increased Resolute’s aggregate resource property land related to its GFD Project in Northwest Alberta to approximately 35,000 acres.

In January 2023, Resolute entered into the LOI in order to complete a business combination that would constitute the Qualifying Transaction of Crossover.

Upon closing of the Transactions, Resolute (then, the Resulting Issuer) intends to conduct an exploration program at the GFD Project in the 2[nd] half of the 2023 calendar year to test the commerciality of the GFD Project.

Oil and Gas Operations

Property Description and Location

Northwest Alberta

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©StackTechnologies (PetroNinja)

The GFD Project is located in a portion of the Western Canadian Sedimentary Basin located in Northwest Alberta on the eastern margins of the Peace River Arch. The climate is representative of northern Canada with cold winters and warm summers.

The properties comprising the GFD Project are located close to the town of Peace River, Alberta. The area consists primarily of farmland, with minor amounts of muskeg. The properties comprising the GFD Project all lie on private surface land and the area has ample oil and gas infrastructure from current and previous oil and gas operations. The properties comprising the GFD Project are located where noted in the above land map.

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Northeast BC

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©StackTechnologies (PetroNinja)

The Evie Project is located in the southern portion of the Horn River Basin located in Northeast British Columbia. The properties comprising the Evie Project are located close to the town of Fort Nelson, British Columbia. The area consists primarily of forestry land. The properties comprising the Evie Project all lie on Crown surface land and the area has oil and gas infrastructure from previous oil and gas operations. The properties comprising the Evie Project are located where noted in the above land map.

All properties comprising the GFD Project and the Evie Project are owned 100% by Resolute or the Resolute Subsidiary. The GFD Project properties are all located on land with private surface rights. The Evie Project properties are located on land with British Columbia Crown surface rights.

The GFD Project consists of 34,990 net acres, consisting of 6,616 acres of petroleum and natural gas rights and 28,374 acres of oil sands agreements. The Evie Project consists of 9,916 net acres of petroleum and natural gas rights.

All applicable petroleum and natural gas rights have a four or five year primary term. The primary term of petroleum and natural gas rights related to the GFD Project begin to expire between November 2026 and July 2027. The primary term of petroleum and natural gas rights related to the Evie Project begin to expire in January 2024 and January 2025. All petroleum and natural gas rights have extension periods that the Resulting Issuer may apply for.

The applicable oil sands agreements have a 15 year primary term, which, in relation to the GFD Project, begin to expire between July 2037 and January 2038. All oil sands agreements have extension periods that the Resulting Issuer may apply for.

Prior to converting any petroleum and natural gas rights or oil sands agreements to a production license or lease to maintain a property in good standing without meeting commitments to drill, Resolute and, upon Completion of the Qualifying Transaction, the Resulting Issuer is required to pay annual rentals in Alberta (is $35.00/hectare) and British Columbia ($3.50/hectare).

Resolute is currently party to the following agreements, which grant Resolute an interest in the Resolute Resources:

– GFD Project Petroleum and Natural Gas Agreements

The following petroleum and natural gas agreements include the rights to oil and natural gas from the surface to the basement.

054 5422070144

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054 5422070145 054 5422070146 054 5422070147 054 5422070148 054 5422070149 054 5422070150 005 0522070119 054 5422110145

– GFD Project Oil Sands Leases Agreements

The following oil sands lease agreements include the rights to crude bitumen located below the top of the Peace River Formation to the base of the Pekisko Formation.

074 7422070155 074 7422070156 074 7422070157 074 7422070158 074 7422070159 074 7422070160

The following oil sands lease agreements include the rights to crude bitumen located below the top of the Peace River Formation to the base of the Bluesky-Bullhead Group.

074 7422120019 074 7422120020 074 7422120021 074 7422120022 074 7423010082 074 7423010083 074 7423010084 074 7423050058 074 7423050059

– Evie Project Petroleum and Natural Gas Drilling License

The following petroleum and natural gas drilling licenses include the rights to oil and natural gas from the surface to the basement.

67088 67089

Geology Description and Resource Estimates

The GFD Project properties target the lower Cretaceous aged Gething Formation, which is part of an extensive, continental, deltaic clastic sequence. The Gething Formation is comprised of stacked fluvial sandstones and interbedded flood plain deposits consisting of silty and coaly shales, shaley rooted crevasse splay deposits and coal deposits. The Gething sands exhibit variable lateral continuity, and channelling. Across the GFD Project properties the Gething is overlain by the Bluesky Formation and underlain by the Nordegg Formation. Both the Bluesky and the Nordegg represent major flooding surfaces.

Resolute has identified two targets within the Gething Formation across the GFD Project properties. These targets consist of two separate sands, a shallower shoreface sand, and a deeper channel sand. The deeper sand is approximately 750m total vertical depth.

The Evie Project properties target the lower Cretaceous aged Bluesky Formation, which consists of marginal marine sandstone and mudstone deposited in a range of estuarine, shoreface and offshore settings (during the southward transgression of the Boreal Sea into Alberta). The valley fill deposits of the Bluesky in the Horn River Basin exhibit variable lateral continuity, and channelling. Across the Evie Project properties the Bluesky Formation is overlain by the Spirit River Formation and underlain by the Debolt Formation. Resolute has identified a target channel sand at

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Evie that is approximately 575m total vertical depth. There is currently no estimate of the size of the Project Evie resource.

There is currently no Gething or Bluesky oil production in the immediate area around the GFD Project or Evie Project.

With respect to the GFD Project, the Technical Report estimates total petroleum initially-in-place as of February 28, 2023 as follows:

		Gross Lease Unrisked Resources	Gross Lease Unrisked Resources	Gross Lease Unrisked Resources			Gross Lease Risked Resources	Gross Lease Risked Resources	Gross Lease Risked Resources
Resources Category	Low Estimate Mbbl	Best Estimate Mbbl	Mean Estimate Mbbl	High Estimate Mbbl	Resources Category	Low Estimate Mbbl	Best Estimate Mbbl	Mean Estimate Mbbl	High Estimate Mbbl
Undiscovered Petroleum Initially-In- Place (UPIIP)	1,151	2,012	1,534	3,212	Prospective Oil Resources	5	9	10	14
Discovered Petroleum Initially-In- Place	0	0	0	0	Discovered Resources	0	0	0	0
Total Petroleum Initially-In- Place (PIIP)	1,151	2,012	1,534	3,212	Prospective and Discovered Resources	5	9	10	14

The resource evaluation found in the Technical Report has been prepared in accordance with procedures and standards contained in the COGE Handbook. The resources definitions used in preparing the Technical Report are those contained in the COGE Handbook and NI 51-101.

Economic Estimation

Economic parameters for the GFD Project properties were based on Resolute’s feedback to GLJ that Resolute plans to drill Clearwater-style multi-leg lateral wells to produce the reservoirs. Using industry knowledge of the Clearwater Formation and well geometries similar to what Resolute has proposed, GLJ was able to estimate operating costs, capital costs, and abandonment costs.

Information sources for GLJ’s price forecast include government agencies, industry publications, Canadian oil refiners and natural gas marketers. GLJ’s forecasts are based on an informed interpretation of currently available data. While the three consultants’ average (GLJ Ltd., McDaniel & Associates Consultants Ltd., and Sproule) included in the Technical Report are considered reasonable at this time, users of these forecasts should understand the inherent high uncertainty in forecasting any commodity or market.

Range of Uncertainty

The range of uncertainty of estimated recoverable volumes set forth herein and in the Technical Report may be represented by either deterministic scenarios or by a probability distribution. Resources should be provided as low, best, and high estimates as follows:

Low Estimate: This is a conservative estimate of the quantity that will actually be recovered. It is likely that the actual remaining quantities recovered will exceed the low estimate. If probabilistic methods are used, there should be at least a 90 percent probability (P90) that the quantities recovered will equal or exceed the low estimate.

Best Estimate: This is considered to be the best estimate of the quantity that will actually be recovered. It is equally likely that the actual remaining quantities recovered will be greater or less than the best estimate. If probabilistic methods are used, there should be at least a 50 percent probability (P50) that the quantities actually recovered will equal or exceed the best estimate.

High Estimate: This is considered to be an optimistic estimate of the quantity that will actually be recovered. It is unlikely that the actual remaining quantities recovered will exceed the high estimate. If probabilistic methods are used,

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there should be at least a 10 percent probability (P10) that the quantities actually recovered will equal or exceed the high estimate.

Summary of Details:

GLJ attributed 61% of Resolute’s internal mapping to their reservoir model.

Resolute Oil Sands and Crown Lands	Resolute Oil Sands and Crown Lands	Resolute Oil Sands and Crown Lands	Resolute Oil Sands and Crown Lands	Resolute Oil Sands and Crown Lands
	Positive	Positive	Grid Volume	Grid Volume
	Area(ha)	Area(ac)	(ha m)	(ac ft)
Total Resolute	3,772	9,321	15,480	125,498
Total GLJ	3,703	9,150	9,507	77,071

The Technical Report estimates 113 to 127 well locations across the GFD Project prospect.

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Due to the exploration status of the project, a conservative 10% likelihood of success was applied across all prospects, however, a high likelihood of development was applied to the prospects.

RESOLUTE RESOURCES - TOTAL	Low	Best	High
Change of Development	83%	85%	86%
Chance of Discovery	10%	10%	10%

The report estimates undiscovered petroleum initially in place across the GFD Project prospects. Undiscovered petroleum initially-in-place, which is equivalent to undiscovered resources, is that quantity of petroleum that is estimated, on a given date, to be contained in accumulations yet to be discovered.

	Gross Lease Unrisked UPIP(MMbbl)	Gross Lease Unrisked UPIP(MMbbl)	Gross Lease Unrisked UPIP(MMbbl)	Gross Lease Unrisked UPIP(MMbbl)
Property	Low	Best	Mean	High
Grimshaw Shoreface	17.7	27.5	28.3	39.9
Grimshaw Channel	24.0	42.2	44.1	66.5
Flood Shoreface	15.1	26.5	28.0	43.4
Flood Channel	38.6	71.4	17.3	117.0
Duncan Shoreface	9.6	16.7	17.7	27.2
Duncan Channel	10.1	16.9	18.0	27.2
Total	115.1	201.2	153.4	321.2

There is no certainty that any portion of the resources will be discovered. If discovered, there is no certainty that it will be commercially viable to produce any portion of the resources.

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Resource In Place – Risked and Unrisked Economics


	RESOLUTE RESOURCES - TOTAL
	Summary of Risked Resources and Values				Summary of Unrisked Resources and Values
MARKETABLE RESOURCES		Low	Best	High	MARKETABLE RESOURCES	Low	Best	High
Light & Medium Oil (Mbbl)					Light & Medium Oil (Mbbl)
Gross Lease		476	863	1,517	Gross Lease	6,222	10,681	18,271
Total CompanyInterest		476	863	1,517	Total CompanyInterest	6,222	10,681	18,271
Net After Royalty		433	745	1,248	Net After Royalty	5,653	9,292	15,138
Oil Equivalent (Mboe)					Oil Equivalent (Mboe)
Gross Lease		476	863	1,517	Gross Lease	6,222	10,681	18,271
Total CompanyInterest		476	863	1,517	Total CompanyInterest	6,222	10,681	18,271
Net After Royalty		433	745	1,248	Net After Royalty	5,653	9,292	15,138
BEFORE TAX PRESENT VALUE (M$)					BEFORE TAX PRESENT VALUE (M$)
0%		$9,218	$31,421	$67,062	0%	$110,810	$369,732	$776,515
5%		$4,961	$17,956	$35,797	5%	$57,637	$211,028	$416,987
8%		$3,292	$13,172	$26,046	8%	$36,862	$154,177	$303,389
10%		$2,447	$10,820	$21,477	10%	$26,357	$126,140	$249,893
12%		$1,767	$8,950	$17,936	12%	$17,934	$103,819	$208,333
15%		$985	$6,808	$13,965	15%	$8,324	$78,262	$161,638
20%		$127	$4,420	$9,599	20%	-$2,054	$49,785	$110,264

Exploration and Development

Although the GFD Project properties have been drilled for other formations in the past, there has been no dedicated exploration directed at the Gething Formation for commerciality purposes. As noted in the Technical Report, oil has been seen in the system in the form of oil staining and florescence in the cuttings along with oil measurements in the core. All previous work in the GFD Project area was conducted by previous operators and, in connection with such work, past drilling logs reported the existence of oil in the drilling mud and rock cuttings. These logs and samples have been analyzed by Resolute. An oil fluid sample was taken from a well located on the GFD Project land tested at 3.8Cp at 30°C and 35API. Oil has been seen in the system in the form of oil staining and florescence in the cuttings along with oil measurements in the core.

Although the Evie Project properties have been drilled for other formations in the past, there has been no dedicated exploration directed at the Bluesky Formation for commerciality purposes. Logs from past drilling campaigns have reported the existence of oil in the drilling mud and rock cuttings. All previous work in the Evie Project area was conducted by previous operators and, in connection with such work, past drilling logs reported the existence of oil in the drilling mud and rock cuttings. These logs and samples have been analyzed by Resolute.

A breakdown of costs incurred to date on exploration and development on the properties/leases, including acquisition costs, is as follows:

Exploration and Development Items – GFD Project	Cost ($ CAD)
Geologic Data Acquisition	237,895
PNG Rights and preparation work	569,276
Seismic acquisition and interpretation	4,250
Exploration and Development Items - Evie Project	Cost ($ CAD)
PNG Rights and preparation work	136,947
Rentals	28,091
Seismic acquisition and interpretation	7,200

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Significant Acquisitions and Dispositions

Resolute has not completed any significant acquisitions or dispositions during the most recently completed financial year for which disclosure is required in this Filing Statement pursuant to the policies of the TSXV.

Narrative Description of the Business

Exploration Summary

Resolute plans to drill three multilateral open hole wells targeting the Gething Shoreface and Channel petroleum reservoirs at its GFD Project in the second half of 2023. The exploration program will begin in Q2, 2023.

Resolute has engaged a third-party engineering firm to create a well program and employ the required services and contractors. Six leg and eight leg well costs are estimated at $1,600,00 and $1,800,000, respectively, prior to being completed and tied into a production gathering system. The stratigraphic core hole planned for Grimshaw or Flood is estimated to cost approximately $600,000. Completion and tying the wells to a production gathering system is estimated at an addition $200,000. Although hydrocarbons have been identified in the system, there is no guarantee of commercial success.

There are currently no plans for any exploration work to be completed at the Evie Project.

Operations

Resolute's assets are located in Northwest Alberta and Northeast British Columbia. The tangible assets and infrastructure are owned by Resolute, while the underlying hydrocarbons are produced based on the terms of the freehold and crown leases that govern the land and mineral rights.

Activity in the Canadian oil and gas industry is influenced by seasonal weather patterns, which can impact production, costs and sales pricing. An extremely cold winter can cause freezing at producing facilities or deep snow can make servicing wells difficult. A wet spring can make the ground unstable, resulting in road bans and limited access to well sites and facilities resulting in reduced operations. Weather also has a direct impact on heating and cooling demand, which can alter the price Resolute will eventually receive for its production.

Environmental protection and requirements play an important part in Resolute's operational plan and Resolute is committed to managing its operations in a safe, environmentally responsible and efficient manner. Environmental considerations and expenditures are included in all budget considerations, with capital and operational programs expected to meet or exceed required environmental standards and regulations. Projects are reviewed for potential environmental liabilities and compliance with applicable regulatory requirements.

Environmental legislation is continually evolving in a manner that is expected to result in stricter standards and enforcement, larger fines and potentially increased capital expenditures and operational costs. There are no assurances that current compliance with regulations and laws will prevent new legislation from having a material effect on future production or development activities, and adversely affect Resolute's future financial condition.

The AER has a liability management program designed to prevent taxpayers from incurring costs associated with suspension, abandonment remediation and reclamation of wells facilities and pipelines. Changes to this program may result in increases to the security that must be held on deposit, which could have a material effect on future available capital for Resolute. Changes to the program could also result in changes to the Liability Management Rating, which may interfere with Resolute's ability to acquire or dispose of assets, as the AER uses this rating to approve the transfer of assets from one company to another.

As of March 31, 2023, Resolute had four full-time employees, being Bradley Parkes, Alexander Lindsay, Kiernan Lynch and Neil Bothwell, and three consultants and contractors.

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Specialized Skills and Knowledge

Resolute relies on the specialized skill and knowledge of its permanent staff to compile, interpret and evaluate geologic, seismic, petrophysical data as well as forecast and budget for exploration and development plans and numerous additional activities required to explore for and ultimately produce oil and natural gas. From time to time, Resolute employs consultants and other service providers to provide complementary experience and expertise to carry out its oil and natural gas exploration activities effectively. It is the belief of management of Resolute that its officers and employees, who have significant technical, operational and financial experience in the oil and gas industry, hold the necessary skill sets to successfully execute Resolute's business strategy in order to achieve its corporate objectives. See " Risk Factors – Risks Relating to the Resulting Issuer – Reliance on Key Personnel ".

Market

Resolute's operations are located in the provinces of Alberta and British Columbia and are subject to various federal, provincial and local laws affecting the petroleum industry across Canada. Resolute is subject to regulation and intervention by governments in such matters as the awarding of exploration and production interests, the imposition of specific drilling obligations, environmental protection controls, control over the development and abandonment of fields (including restrictions on production) and possibly expropriation or cancellation of contract rights. See " Risk Factors – Risks Relating to the Resulting Issuer – Government Regulation ".

The exploration for, and the development of, oil and gas resources is dependent on access to areas where exploration and production activities are to be conducted. Seasonal weather variations affect access to these areas. See " Risk Factors – Risks Relating to the Resulting Issuer – Seasonality ".

Competitive Conditions

The oil and natural gas industry is intensely competitive and Resolute is required to compete with a substantial number of other entities which may have greater technical or financial resources. With the mature nature of the oil and gas industry within Canada, access to new prospects is very competitive, although Resolute believes that it is well positioned in the area in which it operates. Resolute's business strategy of developing and growing production in its core area is expected to enable it to maintain certain operating cost advantages and operating efficiencies. Resolute attempts to enhance its competitive position by operating in an area where it believes its technical personnel are able to reduce some of the risks associated with exploration, production and marketing through their familiarity with the areas of operation. Resolute believes the introduction of multilateral open hole well completion technologies allow smaller entities to compete due to reduced well costs. In addition, the past decade has seen oil and gas companies focus on resource play and shale development leaving large prospective areas open to Crown Dispositions. Multilateral open hole wells have a small surface footprint and a lower environmental impact. These characteristics are likely to be in favour versus the type of project developed over the past decade. Resolute plans to explore for and eventually develop production and reserves with the objective of increasing its cash flow and resource base. See " Risk Factors – Risks Relating to the Resulting Issuer – Competition ".

Proprietary Protection

Resolute does not have any proprietary protection of any of Resolute's products, including patents, copyrights and trademarks, and management does not intend to take any steps to secure proprietary protection.

Economic Dependence

Resolute has no contracts that they are currently economically dependent upon. This may change as it graduates from exploration to development and production.

Changes to Contracts

There have been no changes to any contracts that will be affected in the current financial year by renegotiation or termination of contracts or sub-contracts, and the likely effect on the impact of Resolute’s business.

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Environmental Protection

At the current date there are no financial and operational effects due to environmental protection requirements on the capital expenditures, profit or loss and competitive position of Resolute in the current financial year and the expected effect in future years.

Social or Environmental Policies

To date, Resolute has entered into an engagement agreement with BRITT RADIUS to provide stakeholder and Indigenous engagement services. Resolute has also entered into a letter of intent with Karbon-X Corp. to investigate the offsetting of emissions related to Resolute’s exploration program. It is expected that Resolute’s engagement of BRITT RADIUS and proposed engagement of Karbon-X Corp. will lead to the adoption of formal social and environmental policies in the future.

Other

Resolute does not have any bankruptcy, receivership or similar proceedings against Resolute or the Resolute Subsidiary, nor any investment policies regarding lending and investment restrictions.

Oil and Gas Operations

Forecasted Drilling Activity

The following tables outlines the forecasted wells to be drilled pursuant to Resolute’s drilling program for the remainder of 2023 and 2024:

	Exploratory Wells	Exploratory Wells		Developmental Wells	Developmental Wells			Total Wells
2023	Gross	Net		Gross	Net		Gross		Net
Oil	3		3		0	0		3		3
Gas	0		0		0	0		0		0
Dry	0		0		0	0		0		0
Total Wells	3		3		0	0		3		3
	Exploratory Wells			Developmental Wells				Total Wells
2024	Gross	Net		Gross	Net		Gross		Net
Oil	4		0		14	14		18		18
Gas	0		0		0	0		0		0
Dry	0		0		0	0		0		0
Total Wells	0		0		14	14		18		18

Location of Resources

Resolute's assets are located in the Peace River area of Northwest Alberta and Fort Nelson area of Northeast British Columbia. Resolute has accumulated 34,990 acres at its GFD Project in Northwest Alberta, and 9,916 acres in Northeast British Columbia.

Resolute's main assets are located in Townships 82 and 87, Ranges 21 to 25 West of the 5 Meridian, and H/094-J-14 to I/094-J-14 and E/094-J-15 to L/094-J-15.

Forecasted Location of Wells

Resolute's future oil and gas wells, per its drilling program, are anticipated to be located in Townships 82 to 87, Ranges 21 to 25 West of the 5 Meridian in Alberta, Canada.

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Interest in Material Non-Producing Properties

Resolute has interests in 34,990 acres (34,990 net) of undeveloped lands in the Peace River region of Northwest Alberta and 9,916 acres (9,916 net) of undeveloped lands in the Fort Nelson region of Northeast British Columbia.

Source of Resource Estimates

GLJ was commissioned by Resolute to prepare an independent evaluation of prospective oil resources for exploration prospects within approximately 26,000 acres its GFD Project properties. The properties are located in the eastern margin of the Peace River Arch in Townships 082 to 086, Ranges 23 to 25W5. The effective date of this evaluation is February 28, 2023.

The purpose of the evaluation was to determine the following:

Review geological interpretations provided by Resolute for the GFD Project properties.
Review and update mapping with recently acquired land by Resolute.
Incorporate GLJ’s geological analysis for the three prospective areas to determine low, best, and high case estimates of in-place hydrocarbon volumes.
Review test data, raw production data, pressure history data, and fluid analyses.
Prepare probabilistic geological models using probabilistic (Monte Carlo) methods, prepare cash flows and economic models, and perform risk assessments for the prospective resources associated with the three properties.

GLJ used a probabilistic (Monte Carlo) method to establish the range of undiscovered petroleum initially-in-place (UPIIP) and prospective resources for each property. The net-to-gross ratio was set at 1.0 due to the geological evaluation being done on a net pay basis. Porosity and gas saturation expectations were determined from the evaluation of well logs from wells in the area. These values were also truncated at minimum and maximum values, and normally distributed between high and low cases. The geological chance of success (or chance of discovery, Pg) for any given prospect was evaluated based on source, maturity, migration, timing, reservoir, trap, and seal. Maturity was the only risk for these prospects whereas source, migration, timing, reservoir, trap, and seal are not risks due to the presence of hydrocarbons in the petroleum system and within the Gething formation.

Prospective resources are those quantities of petroleum estimated, as of a given date, to be potentially recoverable from undiscovered accumulations by application of future development projects. Prospective resources have both an associated chance of discovery and a chance of development.

Total petroleum initially-in-place is that quantity of petroleum that is estimated to exist originally as hydrocarbon accumulations prior to production, plus those estimated quantities in accumulations yet to be discovered (equivalent to “total resources”).

Discovered petroleum initially-in-place (equivalent to discovered resources) is that quantity of petroleum that is estimated, as of a given date, to be contained in known accumulations prior to production.

Undiscovered petroleum initially-in-place (equivalent to undiscovered resources) is that quantity of petroleum that is estimated, on a given date, to be contained in accumulations yet to be discovered.

The resources estimates, reconciliation of resources and historical production data, among certain other information, pertaining to Resolute's oil and gas interests and resources included in this Filing Statement are derived from the Technical Report. The Technical Report has been prepared by GLJ, independent qualified reserves evaluators, in accordance with the standards contained in the Canadian Oil and Gas Evaluation Handbook and the resource and reserve definitions contained in NI 51-101.

The Technical Report, which is incorporated herein by reference, presents a fulsome evaluation of the petroleum and natural gas resources of Resolute as of February 28, 2023. A copy of the Technical Report be found on SEDAR at www.sedar.com.

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Resource Estimates

The following table sets forth a summary of oil and gas resources:

		Gross Lease Unrisked Resources	Gross Lease Unrisked Resources	Gross Lease Unrisked Resources			Gross Lease Risked Resources	Gross Lease Risked Resources	Gross Lease Risked Resources
Resources Category	Low Estimate Mbbl	Best Estimate Mbbl	Mean Estimate Mbbl	High Estimate Mbbl	Resources Category	Low Estimate Mbbl	Best Estimate Mbbl	Mean Estimate Mbbl	High Estimate Mbbl
Undiscovered Petroleum Initially-In- Place (UPIIP) Discovered Petroleum Initially-In- Place Total Petroleum Initially-In- Place (PIIP)	1,151	2,012	1,534	3,212	Prospective Oil Resources	5	9	10	14
	0	0	0	0	Discovered Resources	0	0	0	0
	1,151	2,012	1,534	3,212	Prospective and Discovered Resources	5	9	10	14

Forecasted Capital Expenditures

The following table sets forth a summary of forecasted capital expenditures related to Resolute’s oil and gas resources:

($ 000s)		Quarter ended			Year ended
Category	June 30	Sept 30	Dec 31	Mar 31	-
Property acquisition costs	150	-	-	-	150
Exploration, including drilling and	-	1,900	600-	-	2,500
completion costs
Development costs	-		1,700	-	1,700
Other	-	-	-	-	-
Total capital expenditures(1)	150	1,900	2,300	-	4,350
Notes:

(1) Numbers may not add due to rounding.

Selected Financial Information and Management's Discussion and Analysis

Select Financial Information

Resolute's financial statements for the years ended June 30, 2022 and 2021 and the interim financial statements as at March 31, 2023 are attached as Appendix 3 to this Filing Statement. The following table sets out select financial information of Resolute for the periods indicated:

	9 Month Ended	Years Ended	Years Ended
	March 31, 2023	June 30, 2022	June 30, 2021
Item	(unaudited)	(audited)	(audited)
Revenue	-	-	-
Expenses
General and Administrative	$427,121	$102,097	$55,815
Stock-based compensation	$79,834	$37,500	-
Loss from operations	$527,013	$139,597	$62,735
Balance Sheet
Cash	$1,385,398	$2,362,925	$232,030
Exploration and evaluation assets	$983,659	$216,949	$103,295
Total assets	$2,401,345	$2,674,278	$338,830
Total liabilities	$156,397	$50,208	$25,230
Shareholders’ equity	$2,244,948	$2,624,070	$313,600

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Management's Discussion and Analysis

The Resolute MD&A is attached as Appendix 4 to this Filing Statement. The Resolute MD&A should be read in conjunction with Resolute's audited financial statements for the year ended June 30, 2021 and 2022, and unaudited interim financial statements as at March 31, 2023, together with the notes thereto, which is attached as Appendix 3.

Trends

Resolute is not currently aware of any trends, commitments, events or uncertainties, that reasonably can be expected to have a material effect on Resolute's business, financial condition, or results of operations other than as described in this Filing Statement and, in particular, under " Risk Factors – Risks Relating to the Resulting Issuer ".

Description of Securities

The authorized share capital of Resolute consists of an unlimited number of Class A shares, an unlimited number of Class B shares, an unlimited number of Class C shares, an unlimited number of Class D shares, an unlimited number of Class E shares, an unlimited number of Class F shares and an unlimited number of Class G shares. The board of directors may authorize the issuance of any class of shares in one or more series and may fix the number of shares in each series and may determine the designation, rights, privileges, restrictions, and conditions attached to the shares of each series. Further, dividends may be paid on any one or more class of shares to the exclusion of others, in the discretion of the board of directors.

As of the date of this Filing Statement, the only securities of Resolute that are issued and outstanding are: (a) 42,068,200 Class A shares; (b) 3,500,000 Resolute Options outstanding, with each Resolute Option entitling the holder thereof to purchase one Resolute Share at an exercise price of $0.10; (c) 625,000 Resolute Broker Warrants to acquire 625,000 Resolute Shares at a price of $0.10 for a thirty-six (36) month period from their date of issuance; (d) 18,040,800 Resolute Subscription Receipts; and (e) 775,632 Compensation Options to acquire one Resolute Unit, consisting of one Compensation Option Share and one-half of one Compensation Option Warrant, at an exercise price equal to $0.25 for a period of 24 months following the date the Escrow Release Conditions are satisfied. There are no other shares, options, warrants, debentures or other convertible securities to acquire Resolute Shares issued or outstanding.

Class A Shares

The holders of the Class A shares are entitled to receive notice of, to attend, and vote at any meetings of the shareholders of Resolute.The holders of Class A shares are entitled to (a) receive any dividends as and when declared by the Resolute Board, out of the assets of Resolute properly applicable to the payment of dividends, in such amount and in such form as the board of directors may from time to time determine, and (b) receive the remaining property of Resolute in the event of any dissolution of Resolute. The holders of the Class A shares have no redemption, conversion or pre-emptive rights.

Class B Shares

The holders of the Class B shares are entitled to receive notice of, to attend, and vote at any meetings of the shareholders of Resolute.The holders of Class B shares are entitled to (a) receive any dividends as and when declared by the Resolute Board, out of the assets of Resolute properly applicable to the payment of dividends, in such amount and in such form as the board of directors may from time to time determine, and (b) receive the remaining property of Resolute in the event of any dissolution of Resolute. The holders of the Class B shares have no redemption, conversion or pre-emptive rights.

Class C Shares

The holders of Class C shares are entitled to (a) receive any dividends as and when declared by the Resolute Board, out of the assets of Resolute properly applicable to the payment of dividends, in such amount and in such form as the board of directors may from time to time determine, and (b) receive the remaining property of Resolute in the event

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of any dissolution of Resolute, pro rata with the holders of any other classes of shares entitled to receive the remaining property of Resolute on dissolution. The holders of the Class C shares have no voting, redemption, conversion or preemptive rights.

Class D Shares

The holders of Class D shares are entitled to (a) receive any dividends as and when declared by the Resolute Board, out of the assets of Resolute properly applicable to the payment of dividends, in such amount and in such form as the board of directors may from time to time determine, and (b) receive the remaining property of Resolute in the event of any dissolution of Resolute, pro rata with the holders of any other classes of shares entitled to receive the remaining property of Resolute on dissolution. The holders of the Class D shares have no voting, redemption, conversion or preemptive rights.

Class E Shares

The holders of Class E shares are entitled, at the discretion of the board of directors to receive in each year out of any or all profits or surplus available for dividends, non-cumulative dividends at the rate of 0.5% per month on the Fixed Amount ($1.00 per Class E share). The holders of Class E shares are entitled to receive the remaining property of Resolute in the event of any dissolution of Resolute, before distribution of any part of the assets to holders of the Class A, B, C, and D shares an amount equal to the Redemption Amount (Fixed Amount plus any declared but unpaid dividends thereon). The holders of Class E shares are not entitled to share any further in the distribution of the remaining property of Resolute. The Class E shares may at any time be redeemed or purchased by Resolute for the Redemption Amount, by resolution of the board of directors and subject to the procedure and conditions contained in Resolute’s articles. No distributions will be made to the holders of Class A, B, C, or D shares if such distribution would result in Resolute having insufficient net assets to redeem or purchase the Class E shares. The holders of the Class E shares have no voting, conversion or pre-emptive rights.

Class F Shares

The holders of Class F shares (to be issued in series), are entitled to exercise the rights and privileges authorized by the board of directors at the time of issue subject to the restrictions and conditions set forth by the board of directors at the time of issue.

Class G Shares

The holders of Class G shares (to be issued in series), are entitled to exercise the rights and privileges authorized by the board of directors at the time of issue subject to the restrictions and conditions set forth by the board of directors at the time of issue.

Resolute Broker Warrants

In connection with a brokered private placement financing of Resolute that closed over multiple tranches in early 2022, Resolute issued to certain brokers of Resolute 625,000 Resolute Broker Warrants, which entitle the holders thereof to one Resolute Share for each Resolute Broker Warrant held upon payment of the exercise price of $0.10 per Resolute Share (subject to adjustment in accordance with the terms of the Resolute Broker Warrants). The Resolute Broker Warrants expire at 5:01pm (Calgary time) on February 2, 2025.

Resolute Options

A total of 3,500,000 Resolute Options are outstanding as of the date of this Filing Statement under the Resolute Option Plan. The Resolute Option Plan was established to provide additional incentives to attract, retain and motivate directors, officers, employees, consultants and advisors of Resolute. See " Information Concerning Resolute Resources Ltd. – Executive Compensation " for further information.

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Resolute Subscription Receipts

The following summary of the material attributes and characteristics of the Resolute Subscription Receipts is subject to, and qualified in its entirety by, the terms of the Subscription Receipt Agreement.

Resolute completed the: (a) first tranche of the Resolute Private Placement on June 6, 2023 by issuing and selling 16,000,800 Resolute Subscription Receipts at a price of $0.25 per Resolute Subscription Receipt for aggregate gross proceeds of $4,000,200; and (b) second tranche of the Resolute Private Placement on July 10, 2023 by issuing and selling 2,040,000 Resolute Subscription Receipts at a price of $0.25 per Resolute Subscription Receipt for aggregate gross proceeds of $510,000. The Resolute Subscription Receipts were created pursuant to the Subscription Receipt Agreement. Each Resolute Subscription Receipt will, upon the satisfaction of the Escrow Release Conditions, and without payment of any additional consideration or further action on the part of the holders of the Resolute Subscription Receipts, be automatically converted into one Resolute Unit, with each Resolute Unit being comprised of one Resolute Share and one-half of one Resolute Private Placement Warrant. Each Resolute Private Placement Warrant shall entitle the holder thereof to purchase one Resolute Share for a period of 60 months following the date the Escrow Release Conditions are satisfied at a price of $0.50 per Resolute Share, subject to adjustment in certain events as set out in the Warrant Indenture governing the Resolute Private Placement Warrants.

See " Information Concerning the Qualifying Transaction – Resolute Private Placement " for further information.

Compensation Options

In connection with the Resolute Private Placement that closed on June 6, 2023 and July 10, 2023, Resolute issued to the Agent and its designated sub-agents 775,632 Compensation Options, which entitle the holder thereof to acquire one Resolute Unit, consisting of one Compensation Option Share and one-half of one Compensation Option Warrant, at an exercise price equal to $0.25 for a period of 24 months following the date the Escrow Release Conditions are satisfied. Each Compensation Option Warrant shall entitle the holder thereof to purchase one Compensation Option Warrant Share at an exercise price equal to $0.50 for a period of 60 months following the date the Escrow Release Conditions are satisfied, subject to adjustment in certain events as set out in the Warrant Indenture.

Consolidated Capitalization

The following table sets forth the consolidated capitalization of Resolute as at March 31, 2023 and the date hereof:

Description of Security	Amount Authorized or to be Authorized	Amount Outstanding as of the date of March 31, 2023	Amount Outstanding as of the date hereof
Class A shares	Unlimited	42,068,200	42,068,200
Class B shares	Unlimited	Nil	Nil
Class C shares	Unlimited	Nil	Nil
Class D shares	Unlimited	Nil	Nil
Class E shares	Unlimited	Nil	Nil
Class F shares	Unlimited	Nil	Nil
Class G shares	Unlimited	Nil	Nil
Resolute Broker Warrants	625,000	625,000	625,000
Resolute Options	Up to 10% of the issued and outstanding Resolute Shares	3,500,000	3,500,000
Resolute Subscription Receipts(1)	Up to 23,000,000	Nil	18,040,800
Compensation Options(2)	Up to 1,840,000	Nil	775,632

Notes:

(1) Each Resolute Subscription Receipts is comprised of one Resolute Unit, with each Resolute Unit being comprised of one Resolute Share and one-half of one Resolute Private Placement Warrant.

(2) Each Compensation Option is comprised of one Compensation Option Share and one-half of one Compensation Option Warrant.

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Prior Sales

Information regarding the sales of securities of Resolute within the last twelve months are presented below:

Date of Sale	Number and Type of Security	Price per Security	Aggregate Sale Proceeds ($)	Nature of Consideration Received by Resolute
July 10, 2023	2,040,000 Resolute Subscription Receipts	$0.25	$510,000	Cash
June 6, 2023	16,000,800 Resolute Subscription Receipts(1)	$0.25	$4,000,200	Cash
March 13, 2023	25,000 Resolute Shares(2) (per exercise of Resolute Options)	$0.10	$2,500	Cash
November 9, 2022	70,000 Resolute Shares	$0.15	$10,500	Services
July 18, 2022	80,000 Resolute Shares	$0.15	$12,000	Services

Notes:

(1) 2,680,000 Resolute Subscription Receipts were sold to Non-Arm’s Length Parties of Resolute.

(2) Of the 100,000 Resolute Options held by the holder prior to March 13, 2023, 25,000 Resolute Options were exercised on March 13, 2023 and 75,000 Resolute Options were cancelled on March 13, 2023.

Stock Exchange Price

None of the securities of Resolute are, or have been, posted for trading on any stock exchange.

Executive Compensation

Compensation Discussion and Analysis

Resolute was not a reporting issuer at any time during the most recently completed financial period and does not have in place any formal compensation policies. Resolute's officers are compensated based on fixed monthly amounts. In establishing compensation amounts, Resolute relies solely on Resolute Board discussion without any formal objectives, criteria and analysis outside of ensuring the amounts and terms are market in accordance with comparable entities.

Summary Compensation Table

The following table sets forth the total compensation paid to Resolute's Named Executive Officers for the years ended June 30, 2022 and 2021.

Name and Principal Position	Year	Salary, consulting fee, retainer or commission ($)	Total Compensation ($)
Bradley Parkes CEO(1)	2022	0	0
	2021	0	0
Neil Bothwell CFO(1)	2022	22,500	22,500
	2021	11,000	11,000

Notes:

(1) These individuals are also directors of Resolute but do not receive any compensation in that capacity.

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The following table sets forth the total compensation paid or awarded to Resolute's directors (who are not also a NEO of Resolute) for the years ended June 30, 2022 and 2021.

Name Principal Position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total Compensation ($)
Curtis Labelle	2022	0	0	0	0	0	0
	2021	0	0	0	0	0	0
Ben Elliott(1)	2022	0	0	0	0	0	0
	2021	0	0	0	0	0	0
Kiernan Lynch(2)	2022	0	0	0	0	0	0
	2021	0	0	0	0	0	0
Alexander Lindsay(3)	2022	0	0	0	0	0	0
	2021	0	0	0	0	0	0

Notes:

(1) Ben Elliott resigned as a director of Resolute on February 17, 2023. Mr. Elliott was originally awarded $6,000 worth of Resolute Options in 2022; however, upon his resignation, 75% of the Resolute Options granted to Mr. Elliott were terminated in accordance with the terms of the Resolute Option Plan such that 25% of, or $1,500 worth of, Resolute Options remained outstanding (and were exercised on March 13, 2023).

(2) Kiernan Lynch is a director and the President of Resolute. All compensation received by Kiernan Lynch is attributed to his role as President of Resolute.

(3) Alexander Lindsay is a director and the Chief Operations Officer of Resolute. All compensation received by Alexander Lindsay is attributed to his role as Chief Operations Officer of Resolute.

The following table sets forth all compensation securities that have been granted or issued to the Resolute's Named Executive Officers and directors for the years ended June 30, 2022 and 2021, and during the current fiscal year:

Name and Principal Position	Type of Compensation Security	Number of Compensation Securities, Number of Underlying Securities, and Percentage of Class	Date of Issue or Grant	Issue, Conversion or Exercise Price ($)	Closing Price of Security or Underlying Security on Date of Grant ($)	Closing Price of Security or Underlying Security at Year End ($)	Expiry Date
Bradley Parkes CEO and Director	Resolute Options	750,000(2)	February 2, 2022	$0.10	$0.10	$0.10	February 2, 2027
Neil Bothwell CFO and Director	Resolute Options	300,000(2)	February 2, 2022	$0.10	$0.10	$0.10	February 2, 2027
Alexander Lindsay Chief Operations Officer and Director	Resolute Options	750,000(2)	February 2, 2022	$0.10	$0.10	$0.10	February 2, 2027
Kiernan Lynch President and Director	Resolute Options	1,400,000(2)	February 2, 2022	$0.10	$0.10	$0.10	February 2, 2027
Paul Collens Vice President, Exploration	Resolute Options	100,000(2)	February 2, 2022	$0.10	$0.10	$0.10	February 2, 2027

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Name and Principal Position	Type of Compensation Security	Number of Compensation Securities, Number of Underlying Securities, and Percentage of Class	Date of Issue or Grant	Issue, Conversion or Exercise Price ($)	Closing Price of Security or Underlying Security on Date of Grant ($)	Closing Price of Security or Underlying Security at Year End ($)	Expiry Date
Curtis Labelle Director	Resolute Options	100,000(2)	February 2, 2022	$0.10	$0.10	$0.10	February 2, 2027
Ben Elliott(1) Director	Resolute Options	100,000(1) (2)	February 2, 2022	$0.10	$0.10	$0.10	February 2, 2027

Notes:

(1) Ben Elliott resigned as a director of Resolute on February 17, 2023. In connection with the resignation of Mr. Elliott, the Resolute Board approved an amendment to the vesting schedule set out in the applicable Resolute Option agreement between Resolute and Mr. Elliott, such that 25,000 Resolute Options vested on February 17, 2023. Mr. Elliot exercised 25,000 Resolute Options on March 13, 2023, and the remaining 75,000 unvested Resolute Options have terminated in accordance with the terms of the Resolute Option Plan.

(2) These Resolute Options vest ¼ on each grant anniversary, such that the Resolute Options will be vested in full four years after the date of grant.

Stock Option Plan

Resolute has adopted the Resolute Option Plan, which provides that the Resolute Board may from time to time, in its discretion, grant to directors, officers, employees and consultants of Resolute non-transferable options to purchase Resolute Shares, provided that the number of Resolute Shares reserved for issuance under the Resolute Option Plan shall not exceed ten percent of the issued and outstanding Resolute Shares. In addition, the number of Resolute Shares reserved for issuance to any one person shall not exceed five percent of the issued and outstanding Resolute Shares at the time of grant during any 12 month period, the number of Resolute Shares reserved for issuance to any one consultant shall not exceed two percent of the issued and outstanding Resolute Shares at the time of grant during any 12 month period and the number of Resolute Shares reserved for issuance to consultants or employees conducting investor relations activities shall not exceed two percent of the issued and outstanding Resolute Shares at the time of grant during any 12 month period.

The Resolute Board determines the price per Resolute Share, the number of Resolute Shares which may be allotted to each director, officer, employee and consultant, the vesting terms and all other terms and conditions of the option. The period within which such option shall be exercised shall be a period of time fixed by the Resolute Board, not to exceed 10 years from the date the option is granted. If any option holder ceases to be a director, officer, employee or consultant of Resolute for any reason (other than death), such holder's vested options must be exercised within 30 days from such cessation date. In the event of the death of any option holder, such holder's vested options must be exercised within one year from the death of such holder.

The price per Resolute Share set by the Resolute Board shall not be less than the price permitted by the TSXV Policies; provided that if the Resolute Shares are not listed and posted for trading on the TSXV, the exercise price shall not be less than the fair market value of the Resolute Shares as determined by the Resolute Board.

Employment and Consulting Agreements, including Termination and Change of Control Benefits

Other than as described below, there are no terms that provide for payments to a NEO at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of Resolute or a change in an NEO's responsibilities.

Resolute has entered into an employment contract with each of its two Named Executive Officers, being Bradley Parkes and Neil Bothwell. The employment contracts provide for an indefinite term of employment, which is, however, subject to termination in certain circumstances. The employment contracts may be terminated by the applicable Named Executive Officer upon three months’ notice to Resolute, in which case the applicable Named Executive Officer is not entitled to any further incremental or further compensation from the date of termination. The employment contracts may also be terminated for just cause, in which case the applicable Named Executive Officer is not entitled to any further incremental or further compensation from the date of termination. If the employment

43 -

contract is terminated by Resolute without just cause (any time or within 12 months after a change of control of Resolute) or by the applicable Named Executive Officer for good reason, which includes a material reduction of more than 15% of the applicable Named Executive Officer’s base salary or a material reduction of the applicable Named Executive Officer’s duties, such Named Executive Officer is entitled to: (a) any accrued wages and vacation pay, as applicable, and vacation pay on the statutory termination notice period required by the Alberta Employment Standards Code ; (b) any outstanding expense reimbursements; and (c) the amount of written termination notice, pay in lieu of such notice, or a combination of written termination notice and pay in lieu of such notice as follows: (i) six months, if the applicable Named Executive Officer has been continuously employed by Resolute for less than one year; (ii) seven months, if the applicable Named Executive Officer has been continuously employed by Resolute for more than one year but less than three years; (iii) eight months, if the applicable Named Executive Officer has been continuously employed by Resolute for more than three years but less than five years; (iv) nine months, if the applicable Named Executive Officer has been continuously employed by Resolute for more than five years but less than eight years; (v) ten months, if the applicable Named Executive Officer has been continuously employed by Resolute for more than eight years but less than ten years; or (vi) 12 months, if the applicable Named Executive Officer has been continuously employed by Resolute for more than ten years.

For certainty, Resolute has also entered into an employment agreement with each of its other executive officers, other than Paul Collens, who are not Named Executive Officers, being Alexander Lindsay and Kiernan Lynch. Resolute has entered into a consulting agreement with Paul Collens, which sets out the terms and conditions of his Vice President, Exploration position with Resolute. In addition to standard consulting terms and conditions, the consulting agreement between Resolute and Paul Collens sets forth a variable cash for service compensation model, whereby Resolute shall pay in cash to Paul Collins such aggregate dollar amount equal to either 0.5%, 1.0% or 1.5% (based on the number of barrels produced over a 12-month period beginning after the first barrel of oil is produced) of the total revenue generated from the first 1.5 million barrels of oil recovered from the GFD Project.

Oversight and description of director and Named Executive Officer compensation

Resolute does not currently have a formal compensation program; however, Resolute does have a corporate governance and compensation committee, which, among other things: (a) assesses the performance of the officers and other members of the executive management team of Resolute; (b) reviews and approves the compensation paid by Resolute, if any, to consultants of Resolute; and (c) reviews and makes recommendations to the Resolute Board concerning the level and nature of the compensation payable, if any, to the directors and officers of Resolute.

Pension Plan Benefits

Resolute does not currently have, nor does it intend to enact, a deferred compensation plan or pension plan that provides for payments or benefits at, following or in connection with retirement.

Management Contracts and Other Contracts

No management functions of Resolute are to any substantial degree performed by a Person other than the directors or officers of Resolute noted above.

Non-Arm's Length Party Transactions

Other than proposed directorships and executive positions in connection with Amalgamation Closing and described herein, Resolute did not complete any transactions for the provision of assets or services within the past five years to the date hereof, and does not propose to complete any such transactions, with a Non-Arm's Length Party.

Legal Proceedings

There are no legal proceedings material to Resolute to which Resolute is a party or of which any of its property is the subject matter.

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Material Contracts

Since June 30, 2022 to the date hereof, Resolute has entered into the following material contracts, which may be inspected without charge until the date of the Completion of the Qualifying Transaction and for a period of 30 days thereafter at the offices of Resolute at 918 – 16 Avenue NW, Suite 494, Calgary, Alberta T2M 0K3:

(a) the Business Combination Agreement;
(b) the Agency Agreement;
(c) the Subscription Receipt Agreement;
(d) the Warrant Indenture.
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INFORMATION CONCERNING THE RESULTING ISSUER

The following information is presented on a post-Transactions basis and is reflective of the projected pro forma business, financial and share capital position of the Resulting Issuer assuming completion of the Amalgamation. It should be read in conjunction with the information concerning the Amalgamation elsewhere in the Filing Statement. As the Resulting Issuer will be the same corporate entity as Crossover, this section only includes information respecting Crossover (and Resolute) after the Transactions that is materially different from information provided elsewhere in the Filing Statement, including Appendices thereto, regarding Crossover and Resolute pre-Transactions. See " Information Concerning Crossover Acquisitions Inc ." and " Information Concerning Resolute Resources Ltd. " for additional information regarding Crossover and Resolute, respectively.

Name and Incorporation

In connection with the Amalgamation Closing, Crossover intends to change its name to "Resolute Resources Ltd.". It is expected that the head office of the Resulting Issuer will be located at #3300, 205 5[th] Avenue SW, Calgary, Alberta T2P 2V7 and the registered and records office of the Resulting Issuer will be located at Bay Adelaide Centre, East Tower, 22 Adelaide St W #3400, Toronto, ON M5H 4E3. The resulting issuer will continue to exist pursuant to the laws of the province of Ontario. Upon completion of the Transactions, the Resulting Issuer will own all of the issued and outstanding Amalco Shares.

Intercorporate Relationships

A corporate organizational chart reflecting the proposed structure of the Resulting Issuer following completion of the Transactions is set forth below:

==> picture [188 x 203] intentionally omitted <==

----- Start of picture text -----

Resolute Resources Ltd.
( formerly Crossover Acquisitions Inc .)
(Resulting Issuer)
(Ontario)
100%
Resolute Resources Limited
(Amalco)
(Alberta)
100%
Resolute Resources Corp.
(British Columbia)
----- End of picture text -----

Narrative Description of the Business

Business Objectives

Upon completion of the Transactions, the Resulting Issuer's businesses will be that of Resolute. See " Information Concerning Resolute Resources Ltd. – Narrative Description of the Business ".

Milestones, Exploration and Development

Upon completion of the Transactions, the Resulting Issuer's businesses, including exploration and development activities and milestones, will be that of Resolute. See " Information Concerning Resolute Resources Ltd.– Narrative Description of the Business " and " Information Concerning Resolute Resources Ltd. – Oil and Gas Operations ".

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Description of the Securities

Common Shares

The Resulting Issuer will be authorized to issue an unlimited number of Resulting Issuer Shares. The holders of Resulting Issuer Shares are entitled to dividends if, as and when declared by the directors, to one vote per share at meetings of the shareholders of the Resulting Issuer and, upon liquidation, to receive such assets of the Resulting Issuer as are distributable to the holders of the Resulting Issuer Shares.

Resulting Issuer Options

Upon Completion of the Qualifying Transaction, it is expected that a total of 4,325,000 Resulting Issuer Options will be outstanding under the Resulting Issuer Option Plan, which will comprise: (a) 825,000 Resulting Issuer Options held by current holders of Crossover Options; and (b) 3,500,000 Resulting Issuer Options held by previous holders of Resolute Options (exchanged on a one for one basis pursuant to the Business Combination Agreement). The Crossover Option Plan will remain in place and be used as the option plan of the Resulting Issuer, which will be used to provide additional incentives to attract, retain and motivate directors, officers, employees, consultants and advisors of the Resulting Issuer. See " Information Concerning Crossover Acquisitions Inc. – Stock Option Plan " for further information.

Resulting Issuer Warrants

Upon Completion of the Qualifying Transaction, it is expected that the following Resulting Issuer Share purchase warrants will be issued and outstanding: (a) 625,000 Crossover Agent Options, which will entitle the holders thereof to purchase 625,000 Resulting Issuer Shares at $0.20 per Resulting Issuer Share; (b) 625,000 Resulting Issuer Broker Warrants (issued in exchange for Resolute Broker Warrants upon completion of the Amalgamation), which will entitle the holders thereof to purchase 625,000 Resulting Issuer Shares at $0.10 per Resulting Issuer Share; and (c) 9,020,400 Resulting Issuer Private Placement Warrants (issued in exchange for Resolute Private Placement Warrants upon completion of the Amalgamation), which will entitle the holders thereof to purchase up to 9,020,400 Resulting Issuer Shares at $0.50 per Resulting Issuer Share. See " Information Concerning Crossover Acquisitions Inc. – General Development of the Business – History of Share Structure " and " Information Concerning Resolute Resources Ltd. – Description of Securities " for further information.

Resulting Issuer Compensation Options

Upon Completion of the Qualifying Transaction, it is expected that 775,632 Resulting Issuer Compensation Options will be issued and outstanding, which will entitle the holder thereof to acquire one Resulting Issuer Compensation Option Unit, consisting of one Resulting Issuer Compensation Option Share and one-half of one Resulting Issuer Compensation Option Warrant, at an exercise price equal to $0.25 for a period of 24 months following the date the Escrow Release Conditions are satisfied. Each Resulting Issuer Compensation Option Warrant shall entitle the holder thereof to purchase one Resulting Issuer Compensation Option Warrant Share at a price of $0.50 for a period of 60 months following the date the Escrow Release Conditions are satisfied, subject to adjustment in certain events as set out in the Warrant Indenture. See " Information Concerning the Qualifying Transaction – Resolute Private Placement " and " Information Concerning Resolute Resources Ltd. – Description of Securities " for further information.

Pro Forma Consolidated Capitalization

The following table sets out the pro forma share capitalization of the Resulting Issuer, on a consolidated basis, after giving effect to the Transactions. The information is based on, and should be read in conjunction with, the pro forma consolidated financial statements of the Resulting Issuer attached as Appendix 5:

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Description of Security	Amount Authorized or to be Authorized	Amount Outstanding after giving effect to the Transactions
Resulting Issuer Shares	Unlimited	68,359,000(7)
Resulting Issuer Options(1)	10% of the issued and outstanding Resulting Issuer Shares	4,325,000
Crossover Agent Options(2)	625,000	625,000
Resulting Issuer Broker Warrants(3)	625,000	625,000
Resulting Issuer Private Placement Warrants(4)	Up to 11,500,000	9,020,400
Resulting Issuer Compensation Option(5)	Up to 1,840,000	775,632
Resulting Issuer Compensation Option Warrants(6)	Up to 387,816	387,816

Notes:

(1) For a description of the full terms of the Resulting Issuer Options, see " Information Concerning the Resulting Issuer – Description of the Securities – Resulting Issuer Options " and " Information Concerning Crossover Acquisitions Inc. – Stock Option Plan " for further information.
(2) The Crossover Agent Options were granted to iA Private Wealth Inc. in connection with Crossover’s initial public offering. Each such Crossover Agent Option entitles the holder thereof to purchase one Resulting Issuer Share at an exercise price of $0.20 per share until October 15, 2026. See " Information Concerning Crossover Acquisitions Inc.– Development of the Business – History of Share Structure " and " Information Concerning the Resulting Issuer – Description of the Securities – Resulting Issuer Warrants " for further information.
(3) The Resulting Issuer Broker Warrants will be issued in exchange for Resolute Broker Warrants upon completion of the Amalgamation. Each Resulting Issuer Broker Warrant entitles the holder thereof to purchase one Resulting Issuer Share at an exercise price of $0.10 per share until February 2, 2025. See " Information Concerning Resolute Resources Ltd. – Description of Securities " and " Information Concerning the Resulting Issuer – Description of the Securities – Resulting Issuer Warrants " for further information.
(4) The Resulting Issuer Private Placement Warrants will be issued in exchange for Resolute Private Placement Warrants upon completion of the Amalgamation. Each Resulting Issuer Private Placement Warrant entitles the holder thereof to purchase one Resulting Issuer Share at an exercise price of $0.50 per share for a period of 60 months following the date the Escrow Release Conditions are satisfied. See " Information Concerning the Qualifying Transaction – Resolute Private Placement ", " Information Concerning Resolute Resources Ltd. – Description of Securities " and " Information Concerning the Resulting Issuer – Description of the Securities – Resulting Issuer Warrants " for further information.
(5) The Resulting Issuer Compensation Options will be issued in exchange for Compensation Options upon completion of the Amalgamation. Resulting Issuer Compensation Options entitle the holders thereof to acquire one Resulting Issuer Compensation Option Unit, consisting of one Resulting Issuer Compensation Option Share and one-half of one Resulting Issuer Compensation Option Warrant, at an exercise price equal to $0.25 for a period of 24 months following the date the Escrow Release Conditions are satisfied. See " Information Concerning the Qualifying Transaction – Resolute Private Placement ", " Information Concerning Resolute Resources Ltd. – Description of Securities " and " Information Concerning the Resulting Issuer – Description of the Securities – Resulting Issuer Compensation Options " for further
information.
(6) Assumes exercise of all Resulting Issuer Compensation Options. Upon issuance, each Resulting Issuer Compensation Option Warrant entitles the holder thereof to purchase one Resulting Issuer Share at an exercise price of $0.50 per share for a period of 60 months following the date the Escrow Release Conditions are satisfied. See " Information Concerning the Qualifying Transaction – Resolute Private Placement ", " Information Concerning Resolute Resources Ltd. – Description of Securities " and " Information Concerning the Resulting Issuer –
Description of the Securities – Resulting Issuer Compensation Options " for further information.
(7) The pro forma number of issued and outstanding Resulting Issuer Shares is an estimate and assumes that: (a) the current Resolute Shareholders are issued 42,068,200 Resulting Issuer Shares in consideration for their Resolute Shares; and (b) the current holders of Resolute Subscription Receipts are issued 18,040,800 Resulting Issuer Shares upon conversion of the Resolute Subscription Receipts.

Fully Diluted Share Capital

The following table sets out the fully diluted share capital of the Resulting Issuer after giving effect to the Transactions:

	Number of Resulting Issuer Shares	Percentage (%)
Held by existing Crossover Shareholders	8,250,000(1)	9.81%
Held by previous Resolute Shareholders	42,068,200(1)	50.01%
Held by previous holders of Resolute Subscription Receipts	18,040,800	21.45%
Resulting Issuer Shares issuable on exercise of existing Crossover Options	825,000	0.98%
Resulting Issuer Shares issuable on exercise of new Resulting Issuer Options (issued in exchange for Resolute Options)	3,500,000	4.16%
Resulting Issuer Shares issuable on exercise of Crossover Agent Options	625,000	0.74%

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	Number of Resulting Issuer Shares	Percentage (%)
Resulting Issuer Shares issuable on exercise of Resulting Issuer Broker Warrants (issued in exchange for Resolute Broker Warrants)	625,000	0.74%
Resulting Issuer Shares issuable on exercise of Resulting Issuer Private Placement Warrants (issued in exchange for Resolute Private Placement Warrants)	9,020,400	10.72%
Resulting Issuer Shares issuable on exercise of Resulting Issuer Compensation Options	775,632	0.92%
Resulting Issuer Shares issuable on exercise of Resulting Issuer Compensation Option Warrants	387,816	0.46%
Fully Diluted Total	84,117,848	100%

Notes:

(1) See " Information Concerning the Resulting Issuer – Escrowed Shares ".

Estimated Funds Available to the Resulting Issuer and Proposed Principal Uses

The following table sets out information in respect of the Resulting Issuer's intended principal source and uses of funds for the twelve months following the completion of the Transactions. The intended sources and uses of funds may vary based upon a number of factors and variances may be material. The amounts shown in the table are estimates only and are based upon the information available as of the date hereof:

Description	Estimated Amount
Available Funds
Estimated consolidated working capital(1)		$1,419,453
Netproceeds of the Resolute Private Placement(2)		$4,218,486
Estimated funds available		$5,637,939
Use of Funds
General and administrative expenses for the first 12 months		$1,151,588
Fund drilling program(3)		$4,200,000
Lease rental		$55,000
Unallocated working capital		$231,351
Total Uses		$5,637,939

Notes:

(1) As of July 31, 2023.

(2) Gross proceeds raised under the Resolute Private Placement in the amount of $4,510,200, less Agent expenses and the Cash Compensation in the aggregate amount of $291,714.

The above sources and uses of available funds are estimates only. Notwithstanding the foregoing, there may also be circumstances where, for sound business reasons, a reallocation of funds may be necessary for the Resulting Issuer to achieve these objectives. The Resulting Issuer may also require additional funds in order to fulfill all of the Resulting Issuer's future expenditure requirements or obligations, in which case the Resulting Issuer may raise additional funds either through the issuance of equity or by incurring debt to satisfy such requirements or obligations. There is no assurance that any additional funding required by the Resulting Issuer will be available. See " Risk Factors ".

These funds may be used for general corporate purposes, including the acquisition of oil and gas properties in Western Canada and for capital expenditures related to the exploration, development and production of oil and gas properties.

At this time, it is difficult to definitively project the total funds necessary to execute the planned undertakings of the Resulting Issuer. For these reasons, management considers it to be in the best interests of the Resulting Issuer and its shareholders to permit management a reasonable degree of flexibility as to how the Resulting Issuer's funds are employed among the above uses or for other purposes, as the need may arise.

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While actual expenditures may in fact differ from the amounts and allocations indicated above, the funds will be used in furtherance of the Resulting Issuer's business.

Dividends or Distributions

The Resulting Issuer does not currently intend to declare any dividends payable to the holders of the Resulting Issuer Shares. The Resulting Issuer has no restrictions on paying dividends, and the Resulting Issuer Board will determine if and when dividends should be declared and paid in the future based upon the Resulting Issuer's financial position at the relevant time. All of the Resulting Issuer Shares will be entitled to an equal share in any dividends declared and paid.

Principal Securityholders

To the knowledge of Crossover and Resolute, no Persons is anticipated to own, of record or beneficially, directly or indirectly, or will exercise control or direction over, more than 10% of any class of voting securities of the Resulting Issuer after giving effect to the Transactions.

Directors, Officers, and Promoters

The information below sets forth the director's or officer's name, residence and position to be held with the Resulting Issuer, the date on which the director was first elected, the director's or officer's principal occupation during the last five years and the number and percentage of Resulting Issuer Shares expected to be beneficially owned, directly or indirectly, or over which control or direction is exercised by the director or officer after giving effect to the Transactions. Each proposed director of the Resulting Issuer will hold office until the next annual meeting or until his successor is duly elected or appointed, unless his office is earlier vacated in accordance with the provisions of the OBCA or the constating documents of the Resulting Issuer. Additional biographical information about each of these individuals is set out below under the heading " Management ".

Name and Municipality of Residence and Position(s) to be Held at Closing	Director of Resolute Since	Principal Occupation Over the Past 5 Years	Resulting Issuer Shares Outstanding upon Closing	Resulting Issuer Shares Outstanding upon Closing
			Number of Shares(6)	Percentage (%)(6)
Bradley Parkes(3)(4) Calgary, Alberta Chief Executive Officer and Director	June 5, 2019(1)	Geologist at Whytecliff Resource Corp/ProGeo Consultants Inc. since 2014. Chief Executive Officer of Resolute Resources Ltd. since June 2019.	3,757,200	5.50%
Alexander Lindsay(5) Calgary, Alberta Chief Operations Officer and Director	June 5, 2019(1)	Consulting Wellsite Supervisor for 1929603 Alberta Ltd. since 2018. Chief Financial Officer of Resolute Resources Ltd. since June 2019.	5,647,200	8.26%
Kiernan Lynch(4)(5) Mississauga, Ontario President and Director	February 22, 2022(1)	Director of Business Development at Cardiol Therapeutics Inc. since February 2017. President, of Resolute Resources Ltd. since January 2022.	2,970,000	4.34%
Neil Bothwell(2)(4) Calgary, Alberta Chief Financial Officer and Director	August 28, 2022(1)	Chartered Professional Accountant at Risk Oversight Inc. since 2005. Chief Financial Officer of Resolute Resources Ltd. since May 2020.	1,110,000	1.62%
Paul Collens Nanaimo, British Columbia Vice President, Exploration	April 29, 2022	Senior staff geologist at Koch Oil Sands Operating ULC	500,000	0.73%
Curtis Labelle(2)(3)(5) Calgary, Alberta Independent Director	February 1, 2021(1)	Managing Director at Invico Capital Corporation since March 2021.	200,000	0.29%

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Name and Municipality of Residence and Position(s) to be Held at Closing	Director of Resolute Since	Principal Occupation Over the Past 5 Years	Resulting Issuer Shares Outstanding upon Closing	Resulting Issuer Shares Outstanding upon Closing
			Number of Shares(6)	Percentage (%)(6)
Chris Wolfenberg(2)(3) Calgary, Alberta Independent Director	February 14, 2023(1)	Partner at Dentons Canada LLP since August 2021. Prior there, Partner at another national law firm since 2010.	100,000	0.15%

Notes:

(1) Such director will hold office until the next meeting of shareholders of the Resulting Issuer, at which time any or all of the directors may be elected to hold office for a term expiring no later than the close of the next annual meeting of shareholders.

(2) Proposed member of the audit committee of the Resulting Issuer, chaired by Neil Bothwell.

(3) Proposed member of the reserves committee of the Resulting Issuer, chaired by Bradley Parkes.

(4) Proposed member of the corporate governance and compensation committee of the Resulting Issuer, chaired by Bradley Parkes.

(5) Proposed member of the environment, health and safety committee of the Resulting Issuer, chaired by Alexander Lindsay.

(6) Calculated on a non-diluted basis, based on 68,359,000 Resulting Issuer Shares outstanding after giving effect to the Transactions.

Management and Board of Directors

The following information relates to the proposed management of the Resulting Issuer:

Bradley Parkes, 44, Chief Executive Officer and Director

Mr. Parkes studied Economics (BA) and Petroleum Geology (BSc) at the University of Calgary and received a master's degree in Energy Law from the College of Law at the University of Tulsa. He is a Professional Geologist registered with APEGA and Engineers and Geoscientists of British Columbia. Brad is also a fellow of the Canadian Securities Institute (FCSI). Mr. Parkes spent the first decade of his career in the Corporate Finance department at a national Canadian brokerage firm. In this role, Mr. Parkes was licensed with IIROC in both Alberta and British Columbia to advise and trade equities, futures and options and assisted in raising over $100 million for early-stage resource companies. Following his time in the investment industry, Mr. Parkes started a geologic consulting company and has been involved in the hydrogeological, mineral and oil and gas exploration and development subsectors of the resource exploration industry. Mr. Parkes has extensive experience in oil and gas exploration being involved with the drilling of over 125 oil and gas wells.

Mr. Parkes will devote the time necessary to perform the work required in connection with the management of the Resulting Issuer.

Alexander Lindsay, 36 , Chief Operations Officer and Director

Mr. Lindsay has a bachelor of civil engineering degree from Dalhousie University and is registered with APEGA. Mr. Lindsay is an oil and gas professional with experience spanning completions, wellsite supervision, directional drilling services, wireline services and workover rig operations. He has drilled wells in the Marten Hills Clearwater, Charlie Lake, Montney, Cardium, Viking and Mississippian plays. Mr. Lindsay has extensive experience drilling open hole multi-lateral wells in emerging resource plays and developing new technologies and methodologies for innovative resource extraction.

Mr. Lindsay will devote the time necessary to perform the work required in connection with the management of the Resulting Issuer.

Kiernan Lynch, 35 , President and Director

Mr. Lynch is an experienced capital markets professional with a background in energy and resource-based investing. He spent 13 years working in the oil and gas capital markets in various roles; hedge fund analyst, business development for a private oil gas company and CFO of a private international oil and gas company. During his time in energy, he has helped invest millions of dollars into public and private exploration and production companies, directly raising $40 million for private oil and gas companies and completing acquisitions and dispositions of oil and gas properties. He currently holds roles as CFO of a private oil and gas company operating in the US and director of business

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development for a pharmaceutical company. Mr. Lynch studied Finance (BBA) at St. Francis Xavier University and holds a Chartered Financial Analyst designation.

Mr. Lynch will devote the time necessary to perform the work required in connection with the management of the Resulting Issuer.

Neil Bothwell, 50, Chief Financial Officer and Director

Mr. Bothwell specializes in building and overseeing finance teams and processes. He is the founder and owner of Risk Oversight, a firm specializing in internal control and compliance programs. Risk Oversight has worked with over fifty (50) organizations, from start-ups to large public companies. Mr. Bothwell has been the CFO of several energy services companies including WISE Intervention Services, Sabre Well Servicing, and GASFRAC Energy Services. Mr. Bothwell has also worked with several start-ups in the energy sector to establish their finance functions. Mr. Bothwell holds a Bachelor of Commerce from Queen's University and a Chartered Accountant-Certified Professional Accountant designation.

Mr. Bothwell will devote the time necessary to perform the work required in connection with the management of the Resulting Issuer.

Paul Collens, 61, Vice President, Exploration

Mr. Collens has over 25 years of experience as an explorationist in the oil and gas sector. He has co-discovered over 300 million Barrels of Oil in Place (BOIP) conventional oil, 6 billion BOIP heavy oil and bitumen and 10 Trillion Cubic Feet (TCF) of gas, in both Clastic and Carbonate Reservoirs in his career. His experience includes numerous play types in the Cretaceous, Mississippian, Triassic and Devonian reservoirs of the Western Canada Sedimentary Basin and the NW Territories. Mr Collens has worked as an explorationist for many mid and small sized oil and gas companies over the years and spent his last 8 years at Koch Oil Sands Operating Ltd and has drilled over 250+ wells including both lined and unlined HZ multilateral wells specializing in finding tight unconventional Cretaceous (Clearwater, Bluesky, Gething, Glauc) clastic plays and identified the key risks, reservoir characteristics and economic drivers associated with them.

Mr. Collens will devote the time necessary to perform the work required in connection with the management of the Resulting Issuer.

Curtis Labelle, 63, Independent Director

Mr. Labelle studied Petroleum Engineering at the University of Alberta and Petroleum Reservoir Technology at the Southern Alberta Institute of Technology. His career experience has included engineering roles with Shell Canada, Home Oil, Anderson Exploration and executive positions with Summit Resources, Kinloch Resources, Legacy Oil + Gas, Mount Bastion Oil and Gas and most recently the start-up Point Break Energy Corp. During Mr. Labelle's most recent role as President of Mount Bastion he was involved in raising $162MM in project financing from private equity partners, grew the company to 6,000 barrels of oil equivalent per day and sold the company in 2018 for $320MM. Mr. Labelle is a Professional Engineer registered with APEGA.

Mr. Labelle will devote the time necessary to perform the work required in connection with the management of the Resulting Issuer.

Chris Wolfenberg, 50, Independent Director

Chris Wolfenberg is a partner in the Corporate group at Dentons Canada LLP. Chris is a leading business lawyer in Calgary focused on public and private corporate and securities transactions in the technology, mining and energy sectors. Chris is known for building strong, long-lasting relationships with clients at every level. He also acts as Director and Officer of a number of public, private and not-for-profit entities. Chris has been recognized as Canadian Lawyer of the Year for Mining Law, and has also been recognized for his Venture Capital and Securities practice. He has received national recognition for his community contributions.

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Mr. Wolfenberg will devote the time necessary to perform the work required in connection with the management of the Resulting Issuer.

Corporate Cease Trade Orders or Bankruptcies

Other than as set forth below, no proposed director, officer or promoter of the Resulting Issuer, or a securityholder anticipated to hold sufficient securities of the Resulting Issuer to affect materially the control of the Resulting Issuer is, or within 10 years before the date of this Filing Statement has been, a director, officer or promoter of any other issuer that, while that person was acting in that capacity:

(a) was the subject of a cease trade or similar order, or an order that denied the other issuer access to any exemptions under applicable securities law, for a period of more than 30 consecutive days; or
(b) became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Curtis Labelle, a proposed director of the Resulting Issuer, was the Vice-President, Production of LGX Oil & Gas Inc. until his resignation on October 25, 2015. On June 7, 2016, the Court of Queen’s Bench of Alberta granted an application of LGX Oil & Gas Inc.'s lender to appoint a receiver manager to manage over the assets, undertakings and property of LGX Oil & Gas Inc. and its subsidiaries.

Penalties or Sanctions

(a) been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(b) been subject to any other penalties or sanctions imposed by a court or regulatory body, including a selfregulatory body, that would be likely to be considered important to a reasonable securityholder making a decision about the Amalgamation.

Personal Bankruptcies

No proposed director, officer or promoter of the Resulting Issuer, or a securityholder anticipated to hold sufficient securities of the Resulting Issuer to affect materially the control of the Resulting Issuer, or a personal holding company of any such persons, has, within the 10 years before the date of this Filing Statement, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, officer or promoter.

Conflicts of Interest

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Other Reporting Issuer Experience

The following table sets out the proposed directors, officers and promoters of the Resulting Issuer that are, or have been within the last five years, directors, officers or promoters of other reporting issuers:

Name	Name of Reporting Issuer	Trading Market	Position	From	To
Bradley Parkes	Indigo Exploration Inc	TSXV	Director and Vice-President, Exploration	October 1, 2022	Current
Kiernan Lynch	Crossover Acquisitions Inc.	TSXV	Director	April 2021	Current
Chris Wolfenberg	Rogue Resources Inc MGX Minerals Inc. Zomedica Corp.	TSXV CSE AMEX	Director Director Director	May 2016 January 2018 August 2020	Current June 15, 2019 September 2021

Committees of the Resulting Issuer Board

Initially, the only committees of the proposed Resulting Issuer Board will be an audit committee, a reserves committee, a corporate governance and compensation committee and an environment, health and safety committee.

Audit Committee

Pursuant to the provisions of NI 52-110, the Resulting Issuer is required to disclose certain information concerning its audit committee including the audit committee’s charter, the composition of the audit committee and its relationship with its independent auditors. Such information is set forth below.

Audit Committee Composition

The audit committee of the Resulting Issuer will be comprised of Neil Bothwell, Curtis Labelle and Chris Wolfenberg. Neil Bothwell will be the chair of the audit committee. For the education and experience of each member of the audit committee relevant to the performance of his duties as a member of the audit committee, see “ Management and Director Biographies ”.

Each of the proposed members of the audit committee is financially literate within the meaning of NI 52-110. A director is “financially literate” within the meaning of NI 52-110 if he has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Resulting Issuer’s financial statements. Additionally, each of Curtis Labelle and Chris Wolfenberg is independent within the meaning of NI 52-110, whereas Neil Bothwell will not be independent as a result of being the CFO of the Resulting Issuer. Subject to certain exceptions, a director is “independent” within the meaning of NI 52-110 if he has no direct or indirect material relationship with the issuer. A “material relationship” is a relationship that could, in the view of the Resulting Issuer Board, be reasonably expected to interfere with the exercise of a director’s independent judgment.

Audit Committee Mandate

The current audit committee charter of Crossover will be the audit committee charter of the Resulting Issuer. The mandate of the audit committee will be to assist the Resulting Issuer Board in fulfilling its oversight responsibilities relating to financial accounting, reporting and internal controls for the Resulting Issuer. The audit committee will be responsible for: conducting reviews and discussions with management and the external auditors relating to the audit and financial reporting; assessing the integrity of internal controls and financial reporting procedures; ensuring implementation of internal controls and procedures; reviewing the quarterly and annual financial statements and management’s discussion and analysis of the Resulting Issuer; selecting and monitoring the independence, performance and remuneration of the external auditors; oversight of all disclosure relating to financial information. The audit committee will also be responsible for reviewing and following the procedures established in the Resulting

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Issuer’s codes, policies and guidelines as may be established from time to time. The audit committee will review and reassess the adequacy of the audit committee mandate on an annual basis.

Pre-Approval Policies and Procedures

All non-audit services must be pre-approved by the audit committee. In no event can the external auditor undertake non-audit services prohibited by legislation or by professional standards.

External Auditor Service Fees

The following table provides details in respect of audit, audit related, tax and other fees billed by the external auditor of Resolute for professional services rendered to the Company since incorporation:

The following table provides information about the audit, audit related, tax and other fees billed to Resolute, for professional services rendered by KPMG LLP, during the financial years ended June 30, 2023, 2022 and 2021:

Financial years ended	Audit Fees(1)	Audit-Related Fees(2)	Tax Fees(3)	All Other Fees(4)
June 30, 2023	$80,250(5)	-	$5,564	-
June 30, 2022	$35,000	-	-	-
June 30, 2021	$24,610	-	-	-

Notes:

(1) The aggregate fees billed or accrued for audit services.

(2) The aggregate fees billed for assurance and related services by Resolute’s external auditor that are reasonably related to the performance of the audit or review of Resolute’s financial statements and are not disclosed in the “Audit Fees” column.

(3) The aggregate fees billed for tax compliance, tax advice, and tax planning services.
(4) The aggregate fees billed for professional services other than those listed in the other three columns.

(5) The audit fees accrued in financial year 2023 include all fees related to the review of Resolute’s 2023 interim financial statements and the re-issue of Resolute’s audited year end June 30, 2022 financial statements.

Exemption for Venture Issuers

Pursuant to Section 6.1 of NI 52-110, the Resulting Issuer is exempt from the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

Corporate Governance and Compensation Committee

The members of the corporate governance and compensation committee will be Bradley Parkes, Chris Wolfenberg and Neil Bothwell. Bradley Parkes will be chair of the corporate governance and compensation committee. The corporate governance and compensation committee of the Resulting Issuer will consist of one individual who is “independent” within the meaning of NI 58-101, being Chris Wolfenberg, and two individuals who will not be independent, being Bradley Parkes and Neil Bothwell, as a result of being the CEO and CFO, respectively, of the Resulting Issuer.

The corporate governance and compensation committee will be responsible for, among other things:

(a) assessing the effectiveness of the Resulting Issuer Board, each of its committees and individual directors;
(b) overseeing the recruitment and selection of candidates as directors of the Resulting Issuer;
(c) organizing an orientation and education program for new directors and coordinating continuing director development programs;
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(d) considering and approving proposals by the directors to engage outside advisers on behalf of the Resulting Issuer Board as a whole or on behalf of the independent directors;
(e) reviewing and making recommendations to the Resulting Issuer Board concerning any change in the number of directors composing the Resulting Issuer Board;
(f) assessing the performance of the officers and other members of the executive management team of the Resulting Issuer;
(g) reviewing and approving the compensation paid by the Resulting Issuer, if any, to consultants of the Resulting Issuer; and
(h) reviewing and making recommendations to the Resulting Issuer Board concerning the level and nature of the compensation payable, if any, to the directors and officers of the Resulting Issuer.

Proposed Executive Compensation

The following table outlines the anticipated compensation to be paid by the Resulting Issuer to its proposed Named Executive Officers for the twelve month period after giving effect to the Transactions:

Name Principal Position	Salary ($)	Share- based awards ($)	Option- based awards (#)	Non-equity incentive plan compensation	Non-equity incentive plan compensation	Pension Value ($)	All other Compensation ($)	Total Compensation ($)
				Annual incentive plans	Long-term incentive plans
Bradley Parkes Chief Executive Officer and Director	120,000	0	99,634	0	0	0	0	219,634
Alexander Lindsay Chief Operations Officer and Director	100,000	0	99,634	0	0	0	0	199,634
Kiernan Lynch President and Director	48,000	0	99,634	0	0	0	0	147,634
Neil Bothwell Chief Financial Officer and Director	109,000	0	62,271	0	0	0	0	171,271

Indebtedness of Directors and Executive Officers

None of the proposed directors, executive officers or employees of the Resulting Issuer, or Associates of such persons is, or has been, indebted to Crossover or Resolute or any subsidiary thereof, or indebted to another entity that is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by Crossover, Resolute or any subsidiary thereof at any time since the beginning of the last completed financial year of Crossover or Resolute and no indebtedness remains outstanding as at the date of this Filing Statement.

Investor Relations Arrangements

It is not expected that the Resulting Issuer will enter into any investor relations agreement during the current fiscal year.

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Options to Purchase Securities

Upon completion of the Transactions, the Resulting Issuer's stock option plan will be that of Crossover. See " Information Concerning Crossover Acquisitions Inc. – Stock Option Plan ". As of this Filing Statement, assuming the completion of the Amalgamation, employees, directors, officers, consultants, agents and underwriters of the Resulting Issuer shall have the following outstanding options and other rights to purchase Resulting Issuer Shares:

Category of Optionholder	Number of Options	Exercise Price	Expiry Date
Proposed executive officers of the Resulting Issuer(1)	3,300,000	$0.10	February 2, 2027
Proposed non-executive directors of the Resulting Issuer(2)	100,000	$0.10	February 2, 2027
Proposed employees or consultant of the Resulting Issuer(3)	100,000	$0.10	February 2, 2027
Existing Crossover Option grants	825,000	$0.20	October 15, 2026(4)
Total Resulting Issuer Options under the Resulting Issuer Option Plan	4,325,000

Notes:

(1) Consists of 5 proposed Resulting Issuer officers, being: Bradley Parkes, Alexander Lindsay, Neil Bothwell, Kiernan Lynch and Paul Collens.

(2) Consists of 1 proposed Resulting Issuer non-executive director, being: Curtis Labelle.

(3) Consists of 2 employees or consultants.

(4) With the exception of Crossover Options held by Kiernan Lynch, all other existing Crossover Option grants will expire twelve months following the Completion of the Qualifying Transaction.

Escrowed Securities

On completion of the Transactions, to the knowledge of Crossover and Resolute, as of the date of this Filing Statement, certain Resulting Issuer Shares are expected to be subject to various escrow arrangements, including: the CPC Escrow Agreement, the Value Security Escrow Agreement, seed share resale restrictions and voluntary resale restrictions, as applicable.

CPC Escrow Agreement

The 4,000,000 Crossover Shares (pre-Consolidation) issued prior to the Crossover IPO at a price of $0.05 per Crossover Share have been, and all Crossover Shares that may be acquired by a Non-Arm's Length Party of Crossover prior to Completion of the Qualifying Transaction will be, deposited with the CPC Escrow Agent under the CPC Escrow Agreement.

The CPC Escrow Agreement provides that the Crossover Shares held thereunder and the beneficial ownership of or interest in them may not be sold, assigned, hypothecated, transferred within escrow, or dealt with in any manner without the prior written consent of the TSXV.

All Crossover Shares acquired on exercise of Crossover Options prior to the Completion of the Qualifying Transaction will be subject to escrow under the CPC Escrow Agreement until the Final QT Exchange Bulletin is issued. In addition, all Crossover Shares acquired in the secondary market prior to the Completion of the Qualifying Transaction by any person or company who becomes a Control Person are required, pursuant to the TSXV Policy 2.4, to be deposited in escrow under the CPC Escrow Agreement. Subject to certain exemptions permitted by the TSXV, all securities of Crossover held by Principals (as such term is defined by TSXV Policy 1.1 – Interpretation ) of the Resulting Issuer, will also be escrowed.

The following table sets out, as at the date hereof, the number of CPC Escrow Shares that are held in escrow pursuant to the CPC Escrow Agreement:

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Name and Municipality of Residence	Designation of Class	Number of Resulting Issuer Shares Held in Escrow(1)	Percentage of Outstanding Prior to the Qualifying Transaction(2)	Percentage of Shares After Giving Effect to the Qualifying Transaction(3)
David Mitchell(4) Mississauga, Ontario	Common Shares	350,000	3.61%	0.42%
Terry Lynch Toronto, Ontario	Common Shares	250,000	2.58%	0.30%
Matthew Goldman Toronto, Ontario	Common Shares	500,000	5.15%	0.59%
Lawrence Guy Toronto, Ontario	Common Shares	500,000	5.15%	0.59%
Kiernan Lynch Mississauga, Ontario	Common Shares	250,000	2.58%	0.30%
Mona Mitchell Mississauga, Ontario	Common Shares	150,000	1.55%	0.18%
Total		2,000,000	20.62%	2.38%

Notes:

(1) Calculated after giving effect to the Consolidation.
(2) Based on 19,400,000 Crossover Shares outstanding on a fully-diluted basis (comprised of 16,500,000 Crossover Shares, 1,650,000 Crossover Options and 1,250,000 Crossover Agent Options).
(3) Based on 84,117,848 Resulting Issuer Shares outstanding on a fully diluted basis after giving effect to the Transactions (comprised of 68,359,000 Resulting Issuer Shares, 625,000 Resulting Issuer Broker Warrants, 9,020,400 Resulting Issuer Private Placement Warrants, 775,632 Resulting Issuer Compensation Options (which, if exercised in full, will result in 775,632 Resulting Issuer Shares and 387,816 Resulting Issuer Private Placement Warrants), 4,325,000 Resulting Issuer Options and 625,000 Crossover Agent Options).
(4) David Mitchell owns 600,000 of his Crossover Shares through Stillbridge Ventures Inc., a company solely controlled by David Mitchell.

Where the CPC Escrow Shares are held by a non-individual (a " holding company "), each holding company pursuant to the CPC Escrow Agreement has agreed, or will agree, not to carry out any transactions during the currency of the CPC Escrow Agreement which would result in a change of control of the holding company, without the consent of the TSXV. Any holding company must sign an undertaking to the TSXV that, to the extent reasonably possible, it will not permit or authorize any issuance of securities or transfer of securities if such issuance or transfer could reasonably result in a change of control of the holding company. In addition, the TSXV may require an undertaking from any control person of the holding company not to transfer the shares of that company.

Pursuant to the CPC Escrow Agreement, the Resulting Issuer Shares subject to the CPC Escrow Agreement (previously being the Crossover Shares subject to escrow under the CPC Escrow Agreement) shall be released as follows:

Release Date	Tier 1 Issuer: percentage of Total Escrowed Securities to be Released
On the issuance of the Final QT Exchange Bulletin	25% of the escrowed securities
6 months after the issuance of the Final QT Exchange Bulletin	25% of the remaining escrowed securities
12 months after the issuance of the Final QT Exchange Bulletin	25% of the remaining escrowed securities
18 months after the issuance of the Final QT Exchange Bulletin	25% of the remaining escrowed securities

Value Security Escrow Agreement

In accordance with TSXV Policy 5.4, as the securities to be issued pursuant to the Qualifying Transaction will be Value Securities (as defined below), all the securities issued to Principals of the Resulting Issuer pursuant to the Qualifying Transaction will be deposited into escrow pursuant to a value security escrow agreement (a " Value Security Escrow Agreement "). "Value securities" are securities issued pursuant to a transaction for which the deemed value of the securities at least equals the value ascribed to the asset, using a valuation method acceptable to the TSXV, or securities that are otherwise determined by the TSXV to be "value securities" and required to be placed in escrow under a Value Security Escrow Agreement.

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In the event the Resulting Issuer will be a Tier 2 issuer when the Final QT Exchange Bulletin is issued, the Value Security Escrow Agreement will provide for a three-year escrow release mechanism in accordance with the following timeline:

Release Date	Tier 2 Issuer: percentage of Total Escrowed Securities to be Released
On the issuance of the Final QT Exchange Bulletin	10% of the escrowed securities
6 months after the issuance of the Final QT Exchange Bulletin	15% of the remaining escrowed securities
12 months after the issuance of the Final QT Exchange Bulletin	15% of the remaining escrowed securities
18 months after the issuance of the Final QT Exchange Bulletin	15% of the remaining escrowed securities
24 months after the issuance of the Final QT Exchange Bulletin	15% of the remaining escrowed securities
30 months after the issuance of the Final QT Exchange Bulletin	15% of the remaining escrowed securities
36 months after the issuance of the Final QT Exchange Bulletin	15% of the remaining escrowed securities

In the event the Resulting Issuer meets the TSXV's Tier 1 initial listing requirements either at the time of the Final QT Exchange Bulletin or thereafter, the Value Security Escrow Agreement will provide for an eighteen month escrow release mechanism as follows:

Release Date	Tier 1 Issuer: percentage of Total Escrowed Securities to be Released
On the issuance of the Final QT Exchange Bulletin	25% of the escrowed securities
6 months after the issuance of the Final QT Exchange Bulletin	25% of the remaining escrowed securities
12 months after the issuance of the Final QT Exchange Bulletin	25% of the remaining escrowed securities
18 months after the issuance of the Final QT Exchange Bulletin	25% of the remaining escrowed securities

The following are the Resolute Shareholders and the number and percentage of each class of securities of the Resulting Issuer to be held by such Resolute Shareholders that are anticipated to be held in escrow pursuant to the Value Security Escrow Agreement after giving effect to the Qualifying Transaction:

Name and Municipality of Residence	Designation of Class	Number of Securities to be Held in Escrow	Percentage of Shares After Giving Effect to the Qualifying Transaction(1)
Bradley Parkes Calgary, Alberta	Resulting Issuer Shares	3,457,200	5.00%
	Resulting Issuer Options	750,000
Neil Bothwell Calgary, Alberta	Resulting Issuer Shares	870,000	1.39%
	Resulting Issuer Options	300,000
Kiernan Lynch Mississauga, Ontario	Resulting Issuer Shares	1,500,000(2)	3.45%
	Resulting Issuer Options	1,400,000
Alexander Lindsay Calgary, Alberta	Resulting Issuer Shares	5,067,200	6.92%
	Resulting Issuer Options	750,000
Paul Collens Nanaimo, British Columbia	Resulting Issuer Shares	500,000	0.71%
	Resulting Issuer Options	100,000
Curtis Labelle Calgary, Alberta	Resulting Issuer Options	100,000	0.12%
Total		14,794,400	17.59%

Notes:

(1) Based on 84,117,848 Resulting Issuer Shares outstanding on a fully diluted basis after giving effect to the Transactions (comprised of 68,359,000 Resulting Issuer Shares, 625,000 Resulting Issuer Broker Warrants, 9,020,400 Resulting Issuer Private Placement Warrants, 775,632 Resulting Issuer Compensation Options (which, if exercised in full, will result in 775,632 Resulting Issuer Shares and 387,816 Resulting Issuer Private Placement Warrants), 4,325,000 Resulting Issuer Options and 625,000 Crossover Agent Options).

(2) Does not include 250,000 Resulting Issuer Shares that are subject to the CPC Escrow Agreement.

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Seed Share Resale Restrictions

Shareholders that hold an aggregate of 6,110,000 Resulting Issuer Shares will be subject to seed share resale restrictions pursuant to TSXV Policy 5.4 on the following terms:

Designation of Class	Aggregate Number of Securities Subject to Resale Restrictions	Percentage of Shares After Giving Effect to the Qualifying Transaction(1)	Expiry Date of the Resale Restrictions
Resulting Issuer Shares	6,085,000	7.23%	Value Escrow(2)
Resulting Issuer Shares	25,000	0.03%	4 month hold period(3)

Notes:

(2) 10% released upon completion of the Qualifying Transaction and 15% every six months thereafter for three years.

(3) 20% released upon completion of the Qualifying Transaction and 20% each month thereafter.

Voluntary Escrow Arrangements

As a condition to the closing of the Resolute Private Placement, one Resolute Shareholder was required to execute and deliver to the Agent a Resolute Lock-Up Agreement, pursuant to which such Resolute Shareholder agreed, subject to customary carve outs and exceptions, not to, for a period beginning on the date the Resulting Issuer Shares are listed on the TSXV and ending 180 days thereafter, whether for its own account or for the account of another, directly or indirectly, offer, sell, contract to sell, grant or sell any option to purchase, purchase any option or contract to sell, hypothecate, pledge, transfer, assign, lend, swap, or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of or deal with (or agree to or publicly announce any intention to do any of the foregoing) whether through the facilities of a stock exchange, by private placement or otherwise, any securities of the Resulting Issuer held by such Resolute Shareholder unless it first obtains the prior written consent of the Agent, given that such consent not to be unreasonably withheld or delayed.

Auditor, Transfer Agent, and Registrar

The auditor of the Resulting Issuer, until the first annual meeting of shareholders, will be KPMG LLP, located at 3100, 205 5[th] Ave SW, Calgary, AB T2P 4B9, unless they resign or are removed in accordance with the OBCA.

The transfer agent and registrar of the Resulting Issuer will be TSX Trust Company, at its Toronto office located at 100 Adelaide St W #301, Toronto, Ontario M5H 1S3. It is anticipated that, post-Completion of the Qualifying Transaction, the Resulting Issuer will appoint Odyssey Trust Company, at its Calgary office located at 1230 – 300 5th Avenue SW, Calgary, Alberta T2P 3C4, as the transfer agent and registrar of the Resulting Issuer.

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RISK FACTORS

Investment in the Crossover Shares (and correspondingly those of the Resulting Issuer) should be considered highly speculative due to the current stage of Crossover's respective development as well as the nature of the proposed business of the Resulting Issuer.

The risks presented below may not be all of the risks that Crossover or the Resulting Issuer may face. It is believed that these are the factors that could cause actual results to be different from expected and historical results. Other sections of this Filing Statement include additional factors that could have an effect on the business and financial performance of the Resulting Issuer's business following the completion of the Transactions. The market in which Resolute currently competes, and the Resulting Issuer will compete, is very competitive and changes rapidly. Sometimes new risks emerge, and management may not be able to predict all of them or be able to predict how they may cause actual results to be different from those contained in any forward-looking statements. If any of the following risks actually occur, Crossover's and the Resulting Issuer's business, financial condition and operating results could be materially and adversely affected. Readers should not rely upon forward-looking statements as a prediction of future results.

In evaluating Crossover, Resolute and the Resulting Issuer and their prospective businesses, investors should carefully consider the following risks, in addition to the other information and risk factors contained in this Filing Statement, including in " Information Concerning the Resulting Issuer ".

Risks relating to the Amalgamation

Crossover and Resolute may not satisfy all requirements or obtain the necessary approvals for completion of the Amalgamation on satisfactory terms or at all

Completion of the Amalgamation is subject to the completion of a number of conditions, certain of which are outside the control of Crossover, including, but not limited to: (a) receipt of TSXV conditional approval for the Amalgamation and the issuance of Crossover Shares pursuant to the Amalgamation; and (b) receipt of all required regulatory, governmental and third party approvals. There can be no certainty, nor can Crossover provide any assurance, that these conditions will be satisfied or, if satisfied, when they will be satisfied. The requirement to take certain actions or to agree to certain conditions to satisfy such requirements or obtain any such approvals may have a material adverse effect on the business and affairs of the Resulting Issuer or the trading price of Resulting Issuer Shares, after completion of the Amalgamation.

The Business Combination Agreement may be terminated in certain circumstances

Each of Crossover and Resolute has the right to terminate the Business Combination Agreement in certain circumstances including that certain conditions to the obligations of Crossover and Resolute have not been completed or waived in accordance with the terms of the Business Combination Agreement, or the Amalgamation has not been completed by the completion date set out in the Business Combination Agreement. Accordingly, there is no certainty, nor can Crossover provide any assurance, that the Business Combination Agreement will not be terminated by either Crossover or Resolute before the completion of the Amalgamation. See " Information Concerning The Qualifying Transaction – The Business Combination Agreement ".

Crossover and Resolute expect to incur significant costs in connection with the Amalgamation

Crossover and Resolute will collectively incur significant direct transaction costs in connection with the Amalgamation. Actual direct transaction costs incurred in connection with the Amalgamation may be higher than expected. Moreover, certain of Crossover's and Resolute's costs related to the Amalgamation, including legal, accounting, and TSXV costs, must be paid even if the Amalgamation is not completed.

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Crossover has not verified the reliability of the information regarding Resolute included in, or which may have been omitted from, this Filing Statement

All historical information regarding Resolute contained in this Filing Statement, including all Resolute financial information, has been provided by Resolute. Although Crossover has no reason to doubt the accuracy or completeness of such information, any inaccuracy or material omission in the information about or relating to Resolute contained in this Filing Statement could result in unanticipated liabilities or expenses, increase the cost of integrating the companies or adversely affect the operational plans of the Resulting Issuer and its results of operations and financial condition.

Potential undisclosed liabilities associated with the Amalgamation

In connection with the Amalgamation, there may be liabilities that Crossover failed to discover or was unable to quantify in its due diligence, which it conducted prior to the execution of the Business Combination Agreement and Crossover may not be indemnified for some or all of these liabilities.

Operational, environmental and reserves risks relating to the Resolute Assets

Acquisitions of oil and gas properties or companies are based in large part on engineering, environmental and economic assessments made by the acquiror, independent engineers and consultants. These assessments include a series of assumptions regarding such factors as recoverability and marketability of oil and natural gas, environmental restrictions and prohibitions regarding releases and emissions of various substances, future prices of oil and gas and operating costs, future capital expenditures and royalties and other government levies which will be imposed over the producing life of the resources and reserves, if any. Many of these factors are subject to change and will be beyond the control of the Resulting Issuer. All such assessments involve a measure of geologic, engineering, environmental and regulatory uncertainty that could result in lower production and reserves, if any, or higher operating or capital expenditures than anticipated. Although select title and environmental reviews were conducted prior to the Transactions, such reviews cannot guarantee that any unforeseen defects in the chain of title will not arise to defeat the Resulting Issuer's title to the Resolute Assets or that environmental defects, liabilities or deficiencies do not exist or are greater than anticipated. Such deficiencies or defects could adversely affect the value of the Resolute Assets and the Resulting Issuer Shares.

Risks relating to Crossover and the Resulting Issuer

Nature of Business of Crossover and the Resulting Issuer

Crossover has no history of earnings. Subject to the completion of the Amalgamation, Crossover's continued operation will be dependent upon its ability to generate operating revenues and to procure additional financing.

An investment in Crossover or the Resulting Issuer should be considered highly speculative due to the nature of the Resulting Issuer's anticipated involvement in the exploration for, and the acquisition, production and marketing of, oil and natural gas reserves and its current stage of development. Oil and gas operations involve many risks which even a combination of experience, knowledge and careful evaluation may not be able to overcome. There is no assurance that any commercial quantities of oil and natural gas will be discovered or acquired by the Resulting Issuer.

Commodity Price Volatility

The Resulting Issuer's results of operations and financial condition are dependent on the prevailing prices of crude oil and natural gas. Crude oil and natural gas prices have fluctuated widely in the recent past and are subject to fluctuations in response to relatively minor changes in supply, demand, market uncertainty and other factors that are beyond the Resulting Issuer's control. Crude oil and natural gas prices are impacted by a number of factors including, but not limited to: the global supply of and demand for crude oil and natural gas; global economic conditions; the actions of OPEC; government regulation; political stability; the ability to transport crude to markets; developments related to the market for liquefied natural gas; the availability and prices of alternate fuel sources; weather conditions; and climate change regulation and mandates. In addition, significant growth in crude production volumes in western Canada and the northern United States has resulted in pressure on transportation and pipeline capacity, contributing to the widening

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of the oil pricing differential between WTI and Western Canadian Select, resulting in fluctuations in the price of oil and natural gas. All of these factors are beyond the Resulting Issuer's control and can result in a high degree of price volatility.

Fluctuations in currency exchange rates further compound this volatility when the commodity prices, which are generally set in United States dollars, are stated in Canadian dollars. The Resulting Issuer's financial performance also depends on revenues from the sale of commodities which differ in quality and location from underlying commodity prices quoted on financial exchanges. Of particular importance are the price differentials between the Resulting Issuer's light/medium oil and quoted market prices. Not only are these discounts influenced by regional supply and demand factors, but they are also influenced by other factors such as transportation costs, capacity and interruptions; refining demand; the availability and cost of diluent used to blend and transport product; and the quality of the oil produced, all of which are beyond the Resulting Issuer's control.

Fluctuations in the price of commodities and associated price differentials may impact the value of the Resulting Issuer's assets and the ability to maintain its business and to fund growth projects. Prolonged periods of commodity price depression and volatility may also negatively impact the Resulting Issuer's ability to meet guidance targets and meet all of its financial obligations as they come due. Any substantial and extended decline in the price of oil and gas would have an adverse effect on the Resulting Issuer's carrying value of its properties, borrowing capacity, revenues, profitability and future cash flows from operations, and may have a material adverse effect on the Resulting Issuer's business, financial condition, results of operations, prospects and the level of expenditures for the development of oil and natural gas properties, including delay or cancellation of existing or future drilling or development programs or curtailment in production.

Any material or sustained decline in prices could result in a reduction of the Resulting Issuer's net production revenue in the future, if any. The economics of producing from some wells may change as a result of lower prices, which could result in reduced production of oil or gas and a reduction in the volumes of the Resulting Issuer's reserves, if any. The Resulting Issuer might also elect not to produce from certain wells at lower prices. All of these factors could result in a material decrease in the Resulting Issuer's expected net production revenue, if any, and a reduction in its oil and gas acquisition, development and exploration activities.

Crude oil and natural gas prices are expected to remain volatile for the near future as a result of market uncertainties over the supply and the demand of these commodities due to the current state of the world economies and OPEC actions. Volatile oil and gas prices make it difficult to estimate the value of producing properties for acquisition and often cause disruption in the market for oil and gas producing properties, as buyers and sellers have difficulty agreeing on such value. Price volatility also makes it difficult to budget for and project the return on acquisitions and development and exploitation projects.

The Resulting Issuer will conduct regular assessments of the carrying value of its assets in accordance with IFRS. If crude oil and natural gas prices decline significantly and remain at low levels for an extended period of time, the carrying value of the Resulting Issuer's assets may be subject to impairment.

Capital Lending Markets

As a result of recent economic uncertainties in the oil and gas industry and, in particular, the lack of risk capital available to the junior resource sector, the Resulting Issuer, along with other junior resource entities, may have reduced access to bank debt and to equity. In addition, the Resulting Issuer may have further reduced access to bank debt and to equity until such time as the Resulting Issuer has established oil and gas reserves. As future capital expenditures will be financed out of funds generated from operations, bank borrowings, if available, and possible issuances of debt or equity securities, the Resulting Issuer's ability to fund future capital expenditures is dependent on, among other factors, the overall state of lending and capital markets and investor and lender appetite for investments in the energy industry, generally, and the Resulting Issuer's securities in particular.

To the extent that external sources of capital become limited, unavailable or available only on onerous terms, the Resulting Issuer's ability to invest and to maintain existing assets may be impaired, and its assets, liabilities, business, financial condition and results of operations may be materially and adversely affected as a result.

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Markets and Marketing

The marketability and price of crude oil and natural gas that may be acquired or discovered by the Resulting Issuer is, and will continue to be, affected by numerous factors beyond its control. The Resulting Issuer's ability to market its crude oil and natural gas, if any, may depend upon its ability to acquire space on pipelines that deliver natural gas to commercial markets. The Resulting Issuer may also be affected by deliverability uncertainties related to the proximity of its properties to pipelines and processing and storage facilities and operational problems affecting such pipelines and facilities as well as extensive government regulation relating to price, taxes, royalties, land tenure, allowable production, the export of oil and natural gas and many other aspects of the oil and gas business.

Exploration and Production Risks

Natural gas operations involve many risks that even a combination of experience, knowledge and careful evaluation may not be able to overcome. The long-term commercial success of the Resulting Issuer depends on its ability to find, acquire, develop and commercially produce oil and natural gas reserves. Without the continual addition of new reserves, any existing reserves that the Resulting Issuer may have, and the production therefrom, will decline over time as such reserves are exploited. A future increase in the Resulting Issuer's reserves will depend not only on its ability to explore for and develop any properties it may have from time to time, but also on its ability to select and acquire suitable producing properties or prospects. No assurances can be given that the Resulting Issuer will be able to continue to locate satisfactory properties for acquisition or participation. Moreover, if such acquisitions or participations are identified, the Resulting Issuer may determine that current markets, terms of acquisition and participation or pricing conditions make such acquisitions or participations uneconomic. There is no assurance that commercial quantities of oil and natural gas will be discovered or acquired by the Resulting Issuer. It is difficult to project the costs of implementing an exploratory or developmental drilling program due to the inherent uncertainties of drilling in unknown formations, the costs associated with encountering various drilling conditions such as overpressurized geological zones and tools lost in the hole, and changes in drilling plans and locations as a result of prior exploratory wells or additional seismic data and interpretations thereof.

Future oil and natural gas exploration or development may involve unprofitable efforts, not only from dry wells, but from wells that are productive but do not produce sufficient net revenues to return a profit after drilling, completion, operating, royalty, taxes and other costs. Completion of a well does not assure a profit on the investment or recovery of drilling, completion, operating, royalty, taxes and other costs. In addition, drilling hazards or environmental damage could greatly increase the cost of operations, and various field operating conditions may adversely affect the production from successful wells. These conditions include delays in obtaining governmental approvals or consents, shut-ins of wells resulting from extreme weather conditions or otherwise, insufficient storage or transportation capacity or other geological and mechanical conditions. While close well supervision and effective maintenance operations can contribute to maximizing production rates over time, production delays and declines from normal field operating conditions cannot be eliminated and can be expected to adversely affect revenue, cash flow and financial condition levels to varying degrees.

Oil and natural gas exploration, development and production operations are subject to all the risks and hazards typically associated with such operations, including but not limited to hazards such as fire, explosion, blowouts, cratering, sour gas releases and spills, each of which could result in substantial damage to natural gas wells, production facilities, other property and the environment or personal injury. In particular, the Resulting Issuer may encounter, explore for and produce sour natural gas in certain areas. An unintentional leak of sour natural gas could result in personal injury, loss of life or damage to property and may necessitate an evacuation of populated areas, all of which could result in liability to governments and third parties and may require the Resulting Issuer to incur significant costs to remedy such leak. In accordance with industry practice, the Resulting Issuer is not fully insured against all of these risks, nor are all such risks generally insurable. Although the Resulting Issuer will maintain liability insurance in an amount that it considers consistent with industry practice, the nature of these risks is such that liabilities could significantly exceed policy limits, in which event the Resulting Issuer could incur significant costs that could have a material adverse effect upon its financial condition.

Oil and gas operations are also subject to all the risks typically associated with such operations, including but not limited to encountering unexpected formations or pressures, premature decline of reservoirs and the invasion of water

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into producing formations. Losses resulting from the occurrence of any of these risks could have a material adverse effect on the Resulting Issuer's business, financial condition, results of operations and prospects.

Fiscal and Royalty Regimes

In addition to federal regulation, each province has legislation and regulations which govern land tenure, drilling and construction permits, royalties, production rates, environmental protection and other matters. The royalty regime is a significant factor in the profitability of oil and natural gas production. Royalties payable on production from lands other than Crown lands are determined by negotiations between the mineral owner and the lessee. Crown royalties are determined by governmental regulation and are generally calculated as a percentage of the value of the gross production, and the rate of royalties payable generally depends in part on well productivity, geographical location, field discovery data and the type or quality of the petroleum product produced.

Regulatory

The petroleum industry is subject to regulation and intervention by governments in such matters as the awarding of exploration and production interests, the imposition of specific drilling obligations, environmental protection controls, control over the development and abandonment of fields (including restrictions on production) and possibly expropriation or cancellation of contract rights. The Resulting Issuer's operations require licences from various governmental authorities. There can be no assurances that the Resulting Issuer will be able to obtain all necessary licences and permits that may be required to carry out exploration and development at its projects. As well, governments may regulate or intervene with respect to price, taxes, royalties and the ability to export oil and natural gas. Such regulations may be changed from time to time in response to economic or political conditions. The implementation of new regulations or the modification of existing regulations affecting the oil and gas industry could reduce demand for oil and natural gas, increase costs and may have a material adverse impact on the Resulting Issuer. Export sales are subject to the authorization of provincial and federal government agencies and the corresponding governmental policies of foreign countries. Development of reserves, if any, and rates of return are also susceptible to changes in national fiscal policy.

There can be no assurances that the Resulting Issuer will be able to obtain all necessary licences and permits that may be required to carry out exploration and development at its properties. The further development of the Resulting Issuer's properties requires the applicable regulatory authorities to approve the plans of the Resulting Issuer with respect to the drilling and development of such properties. A failure to obtain such approval on a timely basis or the imposition of material conditions by regulatory authorities in connection with the approval may materially affect the prospects of the Resulting Issuer.

Insurance

The Resulting Issuer's involvement in the exploration for and development of oil and gas properties may result in the Resulting Issuer becoming subject to liability for pollution, blow-outs, property damage, personal injury or other hazards. Although the Resulting Issuer will obtain insurance in accordance with industry standards to address such risks, such insurance has limitations on liability that may not be sufficient to cover the full extent of such liabilities. In addition, such risks may not, in all circumstances be insurable or, in certain circumstances, the Resulting Issuer may elect not to obtain insurance to deal with specific risks due to the high premiums associated with such insurance or for other reasons. The payment of such uninsured liabilities would reduce the funds available to the Resulting Issuer. The occurrence of a significant event that the Resulting Issuer is not fully insured against, or the insolvency of the insurer of such event, could have a material adverse effect on the Resulting Issuer's financial position, results of operations or prospects.

Project Risks

The Resulting Issuer is expected to manage and participate in a variety of small and large projects in the conduct of its business. Project delays may delay expected revenues, if any, from operations. Project cost estimates may not be accurate due to a lack of history of comparable projects. Furthermore, significant project cost over-runs could make a project uneconomic.

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The Resulting Issuer's ability to execute projects and market oil and natural gas, if applicable, will depend upon numerous factors beyond the Resulting Issuer's control, including: the availability of processing capacity; the availability and proximity of pipeline capacity; the availability of storage capacity; the supply of and demand for oil and natural gas; the availability of alternative fuel sources; the effects of inclement weather; the availability of drilling and related equipment; unexpected cost increases; accidental events; currency fluctuations; changes in regulations; the availability and productivity of skilled labour; and the regulation of the oil and natural gas industry by various levels of government and governmental agencies. Because of these factors, the Resulting Issuer could be unable to execute projects on time, on budget or at all, and, if applicable, may not be able to effectively market the oil and natural gas that it produces.

Substantial Capital Requirements and Liquidity

The Resulting Issuer anticipates that it will make substantial capital expenditures for the acquisition, exploration, development and production of oil and natural gas reserves in the future. If the Resulting Issuer's future revenues or reserves decline or are non-existent, the Resulting Issuer may have limited ability to expend the capital necessary to undertake or complete future drilling programs. There can be no assurance that debt or equity financing, or cash flow from operations, will be available or sufficient to meet these requirements or for other corporate purposes or, if debt or equity financing is available, that it will be on terms acceptable to the Resulting Issuer. Moreover, future activities may require the Resulting Issuer to alter its capitalization significantly. The inability of the Resulting Issuer to access sufficient capital for its operations could have material adverse effect on the Resulting Issuer's financial condition, results of operations or prospects.

Competition

The Resulting Issuer will actively compete for acquisitions, exploration leases, licences and concessions and skilled industry personnel with a substantial number of other oil and gas companies, many of which have significantly greater financial resources than the Resulting Issuer. The Resulting Issuer's competitors will include major integrated oil and natural gas companies and numerous other independent oil and natural gas companies and individual producers and operators.

The oil and gas industry is highly competitive. The Resulting Issuer's competitors for the acquisition, exploration, production and development of oil and natural gas properties, and for capital to finance such activities, include companies that have greater financial and personnel resources available to them than the Resulting Issuer.

The Resulting Issuer's ability to successfully bid on and acquire additional property rights, to discover reserves, to participate in drilling opportunities and to identify and enter into commercial arrangements with customers will be dependent upon developing and maintaining close working relationships with its future industry partners and joint operators and its ability to select and evaluate suitable properties and to consummate transactions in a highly competitive environment.

Changing Investor Sentiment

A number of factors, including the effects of the use of fossil fuels on climate change, the impact of oil and natural gas operations on the environment, environmental damage relating to spills of petroleum products during production and transportation and concerns of Indigenous rights, have affected certain investors' sentiments towards investing in the oil and natural gas industry. As a result of these concerns, some institutional, retail and government investors have announced that they no longer are willing to fund or invest in oil and natural gas properties or companies or are reducing the amount thereof over time. In addition, certain institutional investors are requesting that issuers develop and implement more robust social, environmental and governance policies and practices. Developing and implementing such policies and practices can involve significant costs and require a significant time commitment from the board of directors, management and employees of the Resulting Issuer. Failing to implement the policies and practices as requested by investors may result in such investors reducing their investment in the Resulting Issuer or not investing in the Resulting Issuer at all. Any reduction in the investor base interested or willing to invest in the oil and natural gas industry and more specifically, the Resulting Issuer, may result in limiting the Resulting Issuer's access to capital, increasing the cost of capital, and decreasing the price and liquidity of the Resulting Issuer's securities even if the Resulting Issuer's operating results, underlying asset values or prospects have not changed. Additionally, these

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factors, as well as other related factors, may cause a decrease in the value of the Resulting Issuer's assets which may result in an impairment change.

Cost of New Technologies

The oil and gas industry is characterized by rapid and significant technological advancements and introductions of new products and services utilizing new technologies. Other oil and gas companies may have greater financial, technical and personnel resources that allow them to enjoy technological advantages and may in the future allow them to implement new technologies before the Resulting Issuer. There can be no assurance that the Resulting Issuer will be able to respond to such competitive pressures and implement such technologies on a timely basis or at an acceptable cost. One or more of the technologies currently utilized by the Resulting Issuer or implemented in the future may become obsolete. In such case, the Resulting Issuer's business, financial condition and results of operations could be materially adversely affected. If the Resulting Issuer is unable to utilize the most advanced commercially available technology, its business, financial condition and results of operations could be materially adversely affected.

Environmental Risks

All phases of the oil and natural gas business present environmental risks and hazards and are subject to environmental regulation pursuant to a variety of international conventions and federal, provincial and municipal laws and regulations. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances produced in association with oil and gas operations. The legislation also requires that wells and facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. Compliance with such legislation can require significant expenditures and a breach may result in the imposition of fines and penalties, some of which may be material. Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs. The discharge of oil, natural gas or other pollutants into the air, soil or water may give rise to liabilities to governments and third parties and may require the Resulting Issuer to incur costs to remedy such discharge. No assurance can be given that the application of environmental laws to the business and operations of the Resulting Issuer will not result in a curtailment of production or a material increase in the costs of production, development or exploration activities or otherwise adversely affect the Resulting Issuer's financial condition, results of operations or prospects.

Resource and Reserve Estimates

There are numerous uncertainties inherent in estimating quantities of oil, natural gas and NGLs resources and reserves, if any, and cash flows to be derived therefrom, including many factors beyond the Resulting Issuer's control. In estimating any reserves, the chance of commerciality is effectively 100%. For prospective resources, the chance of commerciality will be the product of the chance that a project will result in a discovery of petroleum or natural gas and the chance that an accumulation will be commercially developed. There is no certainty that any portion of the prospective resources will be discovered. If discovered, there is no certainty that it will be commercially viable to produce any portion of the resources.

If some or all of the prospective resources are discovered, the future reserve and associated cash flow information and estimates represent estimates only. In general, estimates of economically recoverable oil and natural gas reserves and the future net cash flows therefrom are based upon a number of variable factors and assumptions, such as historical production from the properties, production rates, ultimate reserve recovery, timing and amount of capital expenditures, marketability of oil and gas, royalty rates, the assumed effects of regulation by governmental agencies and future operating costs, all of which may vary from actual results. For those reasons, estimates of the economically recoverable oil and natural gas reserves attributable to any particular group of properties, classification of such reserves based on risk of recovery and estimates of future net revenues expected therefrom prepared by different engineers, or by the same engineers at different times, may vary. The Resulting Issuer's actual production, revenues, taxes and development and operating expenditures with respect to its reserves, if any, will vary from estimates thereof and such variations could be material. Further, the evaluations are based in part on the assumed success of exploitation activities intended to be undertaken in future years. The reserves and estimated cash flows to be derived therefrom contained in such evaluations will be reduced to the extent that such exploitation activities do not achieve the level of success assumed in the evaluation.

67 -

Estimates of proved reserves that may be developed and produced in the future are often based upon volumetric calculations and upon analogy to similar types of reserves rather than actual production history. Estimates based on these methods are generally less reliable than those based on actual production history. Subsequent evaluation of the same reserves based upon production history and production practices will result in variations in the estimated reserves and such variations could be material.

Actual future net revenue, if any, from the Resulting Issuer's assets will be affected by other factors such as actual production levels, supply and demand for oil and natural gas, curtailments or increases in consumption by oil and natural gas purchasers, changes in governmental regulation or taxation and the impact of inflation on costs. Actual production and revenues derived therefrom will vary from the estimates, and such variations could be material.

There are numerous uncertainties inherent in estimating quantities of resources, including many factors beyond the Resulting Issuer's control, and no assurance can be given that the indicated level of resources will be realized. In general, estimates of recoverable resources are based upon a number of factors and assumptions made as of the date on which the resource estimates were determined, such as geological and engineering estimates which have inherent uncertainties, the assumed effects of regulation by governmental agencies and estimates of future commodity prices and operating costs, all of which may vary considerably from actual results. All such estimates are, to some degree, uncertain and classifications of resources are only attempts to define the degree of uncertainty involved. For these reasons, estimates of the economically recoverable oil and natural gas and the classification of such resources based on risk of recovery prepared by different engineers or by the same engineers at different times may vary substantially.

Geological risking of prospective resources addresses the probability of success for the discovery of petroleum; this risk analysis is conducted independently of probabilistic estimates of petroleum volumes and without regard to the chance of development. Principal risk elements of the petroleum system include: (a) trap and seal characteristics; (b) reservoir presence and quality; (c) source rock capacity, quality and maturity; and (d) timing, migration and preservation of petroleum in relation to trap and seal formation. Geological risk assessment is a highly subjective process dependent upon the experience and judgment of the evaluators.

Estimates with respect to resources that may be developed and produced in the future are often based upon volumetric calculations and upon analogy to similar types of resources, rather than upon actual production history. Estimates based on these methods are generally less reliable than those based on actual production history. Subsequent evaluation of the same resources based upon production history will result in variations, which may be material, in the estimated resources. Resources estimates may require revision based on actual production experience. Market price fluctuations of natural gas prices may render uneconomic the recovery of the resources.

Natural Disasters, Terrorist Acts, Public Health Crises and Other Disruptions

Natural disasters, wars, terrorist attacks, riots or civil unrest, public health crises, including epidemics, pandemics or outbreaks of new infectious disease or viruses including the novel coronavirus (COVID-19), and related events, could materially and negatively impact the Resulting Issuer's business, its revenues and ultimately its profitability. Such events or occurrences may have a materially negative affect on one or more factors upon which the Resulting Issuer's business relies, including without limitation the demand for (and therefore the price of) the natural resource products produced by the Resulting Issuer, supply chains to operate its business, and the availability of capital required by the Resulting Issuer to fund its operations.

Climate Change

The Resulting Issuer's exploration and possible future production facilities and other operations and activities will emit greenhouse gases and the Resulting Issuer may be required to comply with greenhouse gas emissions legislation at the provincial or federal level. Climate change policy is evolving at regional, national and international levels, and political and economic events may significantly affect the scope and timing of climate change measures that are ultimately put in place. Given the evolving nature of the debate related to climate change and the control of greenhouse gases and resulting requirements, it is not possible to predict the impact on the Resulting Issuer and its operations and financial condition.

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Operational Dependence

Other companies may operate some of the assets in which the Resulting Issuer will have an interest. In such cases, the Resulting Issuer will have limited ability to exercise influence over the operation of those assets or their associated costs, which could adversely affect the Resulting Issuer's financial performance. The Resulting Issuer's return on assets operated by others may therefore depend upon a number of factors that may be outside of the Resulting Issuer's control, including the timing and amount of capital expenditures, the operator's expertise and financial resources, the approval of other participants, the selection of technology and risk management practices.

Reliance on Key Personnel

The Resulting Issuer's success will depend in large measure on certain key personnel. The loss of the services of such key personnel may have a material adverse effect on the Resulting Issuer's business, financial condition, results of operations and prospects. The Resulting Issuer may not have any key person insurance in effect. The contributions of the management team to the Resulting Issuer's immediate and near-term operations are likely to be of central importance. In addition, the competition for qualified personnel in the oil and natural gas industry is intense and there can be no assurance that the Resulting Issuer will be able to attract and retain all personnel necessary for the development and operation of its business.

Management of Growth

The Resulting Issuer may be subject to growth-related risks including capacity constraints and pressure on its internal systems and controls. The ability of the Resulting Issuer to manage growth effectively will require it to continue to implement and improve its operational and financial systems and to expand, train and manage its employee base. The inability of the Resulting Issuer to deal with this growth could have a material adverse impact on its business, operations and prospects.

Permits and Licences

The operations of the Resulting Issuer may require licences and permits from various governmental authorities. There can be no assurance that the Resulting Issuer will be able to obtain all necessary licences and permits that may be required to carry out exploration and development at its properties.

Additional Funding Requirements

The Resulting Issuer will not have any cash flow from operations and any cash flow from future operations may not be sufficient to fund its ongoing activities at all times. From time to time, the Resulting Issuer may require additional financing in order to carry out its oil and gas acquisition, exploration and development activities. Failure to obtain such financing on a timely basis could cause the Resulting Issuer to forfeit its interest in certain properties, miss certain acquisition opportunities and reduce or terminate its operations. If the Resulting Issuer's cash flow from operations and current cash balance is not sufficient to satisfy its capital expenditure requirements, there can be no assurance that additional debt or equity financing will be available to meet these requirements or available on favorable terms.

Litigation

In the normal course of the Resulting Issuer's operations, it may become involved in, named as a party to, or be the subject of, various legal proceedings, including regulatory proceedings, tax proceedings and legal actions, related to personal injuries, property damage, property tax, land rights, the environment and contract disputes. The outcome of outstanding, pending or future proceedings cannot be predicted with certainty and may be determined adversely to the Resulting Issuer and as a result, could have a material adverse effect on the Resulting Issuer's assets, liabilities, business, financial condition and results of operations.

69 -

Breach of Confidentiality

While discussing potential business relationships or other transactions with third parties, the Resulting Issuer may disclose confidential information relating to its business, operations or affairs. Although confidentiality agreements are signed by third parties prior to the disclosure of any confidential information, a breach could put the Resulting Issuer at competitive risk and may cause significant damage to its business. The harm to the Resulting Issuer's business from a breach of confidentiality cannot presently be quantified, but may be material and may not be compensable in damages. There is no assurance that, in the event of a breach of confidentiality, the Resulting Issuer will be able to obtain equitable remedies, such as injunctive relief, from a court of competent jurisdiction in a timely manner, if at all, in order to prevent or mitigate any damage to its business that such a breach of confidentiality may cause.

Conflicts of Interest

Directors and officers of the Resulting Issuer may also be directors and officers of other oil and gas companies involved in oil and gas exploration and development, and conflicts of interest may arise between their duties as directors and officers of the Resulting Issuer and as directors and officers of such other companies. Such conflicts must be disclosed in accordance with, and are subject to such other procedures and remedies as apply under the OBCA.

Seasonality

The level of activity in the Canadian oil and gas industry is influenced by seasonal weather patterns. Wet weather and spring thaw may make the ground unstable. Consequently, municipalities and provincial transportation departments enforce road bans that restrict the movement of rigs and other heavy equipment, thereby reducing activity levels. Also, certain oil and gas producing areas are located in areas that are inaccessible other than during the winter months because the ground surrounding the sites in these areas consists of swampy terrain. There can be no assurance that these seasonal factors will not adversely affect the timing and scope of the Resulting Issuer's exploration and development activities, which could in turn have a material adverse impact on the Resulting Issuer's business, operations and prospects.

Alternatives to and Changing Demand for Petroleum Products

Fuel conservation measures, alternative fuel requirements, increasing consumer demand for alternatives to oil and natural gas, and technological advances in fuel economy and energy generation devices could reduce the demand for crude oil and other liquid hydrocarbons. The Resulting Issuer cannot predict the impact of changing demand for oil and natural gas products, and any major changes may have a material adverse effect on the Resulting Issuer's business, financial condition, results of operations and cash flows.

Expansion into New Activities

In the future, the Resulting Issuer may acquire or move into new industry related activities or new geographical areas, may acquire different energy related assets, and as a result may face unexpected risks or alternatively, significantly increase the Resulting Issuer's exposure to one or more existing risk factors, which may in turn result in the Resulting Issuer's future operational and financial conditions being adversely affected.

Forward-Looking Information May Prove to be Inaccurate

Investors are cautioned not to place undue reliance on forward-looking information. By its nature, forward-looking information involves numerous assumptions, known and unknown risks and uncertainties, of both a general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking information or contribute to the possibility that predictions, forecasts or projections will prove to be materially inaccurate. Additional information on the risks, assumption and uncertainties are found under the heading " Information Contained In The Filing Statement – Forward-Looking Statements ".

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GENERAL MATTERS

Sponsorship and Agent Relationship

Pursuant to TSXV Policy 2.2 – Sponsorship and Sponsorship Requirements , sponsorship is generally required in conjunction with a Qualifying Transaction. Crossover applied for, and was granted, an exemption from the sponsorship requirement by the TSXV.

Interests of Experts

Other Material Facts

To management's knowledge, there are no other material facts relating to Crossover, Resolute, the Resulting Issuer or the Amalgamation that are not otherwise disclosed herein or are necessary in order for this Filing Statement to contain full, true and plain disclosure of all material facts relating to Crossover, Resolute or the Resulting Issuer, assuming completion of the Transactions.

Additional Information

Additional information relating to Crossover is available on SEDAR at www.sedar.com under its profile.

Readers may contact Crossover at its head office by mail at 77 King Street West, Suite 700, Toronto, Ontario M5K 1G8, to request copies of Crossover's financial statements and related MD&A. Financial information of Crossover is provided in the audited financial statements and MD&A for Crossover for its year ended December 31, 2022.

Board Approval

The Crossover Board have authorized and approved the contents of this Filing Statement and have approved the delivery of it to the appropriate regulatory agencies.

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CERTIFICATE OF CROSSOVER ACQUISITIONS INC.

The foregoing constitutes full, true and plain disclosure of all material facts relating to the securities of Crossover Acquisitions Inc., assuming Completion of the Qualifying Transaction.

DATED this 10[th] day of August, 2023.

(signed) “David Mitchell” David Mitchell Chief Executive Officer and Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS OF CROSSOVER ACQUISITIONS INC.

(signed) “David Mitchell” David Mitchell Director

(signed) “Matthew Goldman” Matthew Goldman Director

(signed) “Kierman Lynch” Kierman Lynch Director

(signed) “Terry Lynch” Terry Lynch Director

(signed) “Lawrence Guy” Lawrence Guy Director

CERTIFICATE OF RESOLUTE RESOURCES LTD.

The foregoing, as it relates to Resolute Resources Ltd., constitutes full, true and plain disclosure of all material facts relating to the securities of Resolute Resources Ltd.

DATED this 10[th] day of August, 2023.

(signed) “Bradley Parkes” (signed) “Neil Bothwell” Bradley Parkes Neil Bothwell Chief Executive Officer Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS OF RESOLUTE RESOURCES LTD.

(signed) “Alexander Lindsay” (signed) “Kiernan Lynch” Alexander Lindsay Kiernan Lynch Director Director

CROSSOVER ACQUISITIONS INC. ACKNOWLEDGEMENT – PERSONAL INFORMATION

" Personal Information " means any information about an identifiable individual, and includes information contained in any Items in the attached filing statement that are analogous to Items 4.2, 11, 12.1, 15, 17.2, 18.2, 23, 24, 26, 31.3, 32, 33, 34, 35, 36, 37, 38, 40 and 41 of TSXV Form 3B1/3B2, as applicable.

The undersigned hereby acknowledges and agrees that it has obtained the express written consent of each individual to:

(a) the disclosure of Personal Information by the undersigned to the TSXV (as defined in Appendix 6B) pursuant to TSXV Form 3B1/3B2; and

(b) the collection, use and disclosure of Personal Information by the TSXV for the purposes described in Appendix 6B or as otherwise identified by the TSXV, from time to time.

DATED this 10[th] day of August, 2023.

CROSSOVER ACQUISITIONS INC.

(signed) “David Mitchell” David Mitchell Chief Executive Officer and Chief Financial Officer

APPENDIX 1 – CROSSOVER FINANCIAL STATEMENTS

CROSSOVER ACQUISITIONS INC.

INTERIM CONDENSED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (Expressed in Canadian Dollars)

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INDEPENDENT AUDITORS' REPORT

To the Shareholders of Crossover Acquisitions Inc. :

Opinion

We have audited the financial statements of Crossover Acquisitions Inc. (the "Company"), which comprise the statement of financial position as at December 31, 2022 and 2021, and the statement of comprehensive loss and comprehensive loss, changes in shareholders' equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2022 and 2021, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards (IFRSs).

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the financial statements, which indicates that as of December 31, 2022 the Company does not have an operating business and has generated losses since incorporation totaling $134,827. These events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other information

Management is responsible for the other information. The other information comprises:

 Management’s Discussion and Analysis

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor’s report. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRSs, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Page 1 of 14

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor’s report is Kevin Ramsay.

Markham, Ontario March 8, 2023

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Chartered Professional Accountants Licensed Public Accountants

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CROSSOVER ACQUISITIONS INC.

(Incorporated under the Laws of the Province of Ontario)

STATEMENTS OF FINANCIAL POSITION

DECEMBER 31, 2022 Expressed in Canadian Dollars)

			2022		2021
ASSETS
Current
Cash and cash equivalents		$	1,176,495	$	1,195,338
HST and other receivable			2,442		21,878
			1,178,937		1,217,216
		$	1,178,937	$	1,217,216
LIABILITIES
Current:
Accounts payable and accrued liabilities		$	27,500	$	13,266
SHAREHOLDER'S EQUITY
Capital stock_(Note 4)_			1,147,075		1,159,800
Warrants			92,793		92,793
Contributed surplus			46,396		46,396
Deficit_(Page 2)_			(134,827)		(95,039)
			1,151,437		1,203,950
		$	1,178,937	$	1,217,216
*Nature of Operations and going concern - Note 1*
*See Subsequent Events - Note 9*
Approved on behalf of the board on	March 8, 2023:
*"David Mitchell"*		*"Matthew Goldman"*
David Mitchell, Director		Matthew Goldman,		Director

The accompanying notes form an intergral part of these financial statements

Page 3 of 14

CROSSOVER ACQUISITIONS INC.

STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (Expressed in Canadian Dollars)

Expenses: Shareholder information Professional fees Share based payments Net loss and comprehensive loss for the year Net loss per share basic and diluted Weighted average number of shares basic and diluted	2022 2021 $ 10,150 $ 28,173 29,638 14,470 - 46,396 $ 39,788 89,039 $ - $ 0.03 16,500,000 $2,813,838	2022 2021 $ 10,150 $ 28,173 29,638 14,470 - 46,396 $ 39,788 89,039 $ - $ 0.03 16,500,000 $2,813,838	2021 28,173 14,470 46,396
			89,039
			0.03
		2,813,838

STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (Expressed in Canadian Dollars)

		Common	Shares	Shares							Total
										Shareholders
		# Shares		$ Amt		Warrants	Reserves		Deficit		Deficiency
Balance December 31, 2020	$	100	$	10	$	-	-	$	(6,000)	$	(5,990)
Share based payments		-		-		-	46,396		-		46,396
Common shares issued		16,500,000		1,159,800		92,793	-		-		1,252,593
Cancellation of shares		(100)		(10)		-	-		-		(10)
Net loss for the year		-		-		-	-		(89,039)		(89,039)
Balance December 31, 2021		16,500,000		1,159,800		92,793	46,396		(95,039)		1,203,950
Share issue costs		-		(12,725)		-	-		-		(12,725)
Net loss for the year		-		-		-	-		(39,788)		(39,788)
Balance December 31, 2022	$	16,500,000	$	1,147,075	$	92,793	46,396	$	(134,827)	$	1,151,437

The accompanying notes form an intergral part of these financial statements

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CROSSOVER ACQUISITIONS INC.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in Canadian Dollars)

		2022		2021
Cash was provided by (used in) the following activities:
Operations:
Net loss for the year	$	(39,788)	$	(89,039)
Share-based payments		-		46,396
Net change in non-cash working capital balances related to operations_(Note 6)_		33,670		(14,612)
		(6,118)		(57,255)
Financing:
Capital stock issued for cash (share issue costs)		(12,725)		1,252,593
Incorporation shares redeemed and cancelled		-		(10)
Deposit received on private placement		-		(10,000)
		(12,725)		1,242,583
Net change in cash equivalents during the period		(18,843)		1,185,328
Cash equivalents, beginning of year		1,195,338		10,010
Cash equivalents, end of year	$	1,176,495	$	1,195,338
*Supplemental cash flow information - Note 6*

The accompanying notes form an intergral part of these financial statements

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CROSSOVER ACQUISITIONS INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in Canadian Dollars)

1. Nature of Operations and going concern:

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

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

2. Significant accounting policies:

(a) Statement of Compliance

These financial statements, including comparatives, have been prepared using accounting policies in compliance with International Financial Reporting Standards (“IFRS”) as issued by the IASB (“International Accounting Standards Board”). These financial statements were authorized for issue by the Board of Directors on March 8, 2023.

The financial statements have been prepared using the measurement bases specified by IFRS for each type of asset, liability, income and expense. The measurement bases are more fully described in the accounting policies below.

These financial statements including comparatives have been prepared on the basis of IFRS standards that were in effect on December 31, 2022.

The standards that are effective in the annual financial statements for the year ending December 31, 2022 are subject to change and may be affected by additional interpretation(s).

The accounting policies set out below have been applied consistently to all periods presented in these financial statements.

(b) Basis of Measurement

These financial statements have been prepared on a historical cost basis using the accrual basis of accounting except for cash flow information.

(c) Presentation Currency

The Company's presentation currency and functional currency is the Canadian dollar ("$").

(d) Significant Accounting Judgments and Estimates

The preparation of financial statements requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and notes. By their nature, these estimates, judgments and assumptions are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates in future periods could be material. These estimates are based on historical experience, current and future economic conditions, and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The more significant areas are as follows:

Page 6 of 14

CROSSOVER ACQUISITIONS INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (Expressed in Canadian Dollars)

Critical accounting estimates

Deferred income tax assets and liabilities are computed based on differences between the carrying amounts of assets and liabilities on the balance sheet and their corresponding tax values. Deferred income tax assets also result from unused loss carry- forwards and other deductions. The valuation of Deferred income tax assets is adjusted, if necessary, by use of a valuation allowance to reflect the estimated realizable amount.

Critical accounting judgments

The following accounting policies involve judgments or assessments made by management:

The determination of categories of financial assets and financial liabilities;
The determination of a cash-generating unit for assessing and testing impairment.

(e) Cash and Cash Equivalents

Cash and cash equivalents consists of cash, demand deposits and high-interest savings vehicles.

(f) Impairment of Non-Financial Assets

The Company's tangible assets are reviewed for an indication of impairment at each statement of financial position date. If indication of impairment exists, the asset's recoverable amount is estimated. Long-lived assets that are not amortized are subject to an annual impairment assessment.

An impairment loss is recognized when the carrying amount of an asset, or its cash-generating unit, exceeds its recoverable amount. A cash-generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. The Company considers each mineral property to be a cash-generating unit. Impairment losses are recognized in profit and loss for the period. Impairment losses recognized in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to cash-generating units and then to reduce the carrying amount of the other assets in the unit on a pro-rata basis.

The recoverable amount is the greater of the asset's fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

An impairment loss is reversed if there is an indication that there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. An impairment loss with respect to goodwill is never reversed.

(g) Share-based Payments

The Company may grant stock options to buy common shares of the Company to directors, officers, employees and services providers. The board of directors grants such options for periods of up to five years, with vesting periods determined at its sole discretion and at prices equal to or greater than the closing market price on the day preceding the date the options were granted.

The fair value of share purchase options granted is recognized as an expense or charged to an asset as appropriate, with a corresponding increase in equity. An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee.

The fair value for share purchase options granted to employees or those providing services similar to those provided by a direct employee is measured at the grant date and each tranche is recognized using the accelerated method basis over the period during which the share purchase options vest. The fair value of the share purchase options granted is measured using the Black Scholes option pricing model, taking into account the terms and conditions upon which the share purchase options were granted.

Page 7 of 14

CROSSOVER ACQUISITIONS INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (Expressed in Canadian Dollars)

The fair value for share purchase options granted to non-employees for services provided is measured at the date the services are received. The fair value of the share purchase options granted is measured at the fair value of the services received, unless the fair value of services received cannot be estimated reliably, in which case the fair value of the share purchase options is measured using the Black Scholes option pricing model, taking into account the terms and conditions upon which the share purchase options were granted.

(h) Income Taxes

Income tax on the profit or loss consists of current and deferred tax. Income tax expense is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.

Current tax expense is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous periods.

Deferred tax assets and liabilities are recognized for deferred tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that substantive enactment occurs.

A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not consider it probable that a deferred tax asset will be recovered, the deferred tax asset is reduced.

The following temporary differences do not result in deferred tax assets or liabilities:

the initial recognition of assets or liabilities, not arising in a business combination, that does not affect accounting or taxable profit;
goodwill not deductible for tax purposes; and
investments in subsidiaries, associates and jointly controlled entities where the timing of reversal of the temporary differences can be controlled and reversal in the foreseeable future is not probable.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

(i) Loss per Share

Loss per share is computed by dividing the net loss attributable to common shareholders by the weighted average number of shares outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the weighted average shares outstanding are increased to include additional shares for the assumed exercise of stock options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options and warrants were exercised and that the proceeds from such exercises were used to acquire common stock at the average market price during the reporting periods.

(j) Comprehensive Loss

Comprehensive loss is the change in the Company's net assets that results from transactions, events and circumstances from sources other than the Company's shareholders and includes items that are not included in net profit such as unrealized gains or losses on fair value through other comprehensive income, gains or losses on certain derivative instruments and foreign currency gains or losses related to self-sustaining operations. The Company's comprehensive loss, components of other comprehensive income and cumulative translation adjustments are presented in the consolidated statements of comprehensive loss and the consolidated statements of changes in shareholders equity.

Page 8 of 14

CROSSOVER ACQUISITIONS INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (Expressed in Canadian Dollars)

(k) Financial Instruments

The Company does not have any derivative financial instruments.

Financial assets

Financial assets are classified as either financial assets at fair value through profit or loss (“FVTPL”), fair value through other comprehensive income (“FVTOCI”) or amortized cost. The Company determines the classification of financial assets at initial recognition.

Financial assets at Fair-value through profit or loss

Financial instruments classified as fair value through profit and loss are reported at fair value at each reporting date, and any change in fair value is recognized in the statement of operations in the period during which the change occurs. Realized and unrealized gains or losses from assets held at FVPTL are included in losses in the period in which they arise.

Financial assets at Fair-value through other comprehensive income

Financial assets carried at FVTOCI are initially recorded at fair value plus transaction costs with all subsequent changes in fair value recognized in other comprehensive income (loss). For investments in equity instruments that are not held for trading, the Company can make an irrevocable election (on an instrument-by-instrument bases) at initial recognition to classify them as FVTOCI. On the disposal of the investment, the cumulative change in fair value remains in other comprehensive income (loss) and is not recycled to profit or loss.

Financial assets at amortized cost

Financial assets are classified at amortized cost if the objective of the business model is to hold the financial asset for the collection of contractual cash flows, and the asset’s contractual cash flows are comprised solely of payments of principal and interest. The Company’s accounts receivable are recorded at amortized cost as they meet the required criteria. A provision is recorded based on the expected credit losses for the financial asset and reflects changes in the expected credit losses at each reporting period.

Financial liabilities

Financial liabilities are initially recorded at fair value and subsequently measured at amortized cost, unless they are required to be measured at FVTPL (such as derivatives) or the Company has elected to measure at FVTPL. The Company’s financial liabilities include trade and other payables which are classified at amortized cost.

Impairment

IFRS 9 requires an ‘expected credit loss’ model to be applied which requires a loss allowance to be recognized based on expected credit losses. This applies to financial assets measured at amortized cost. The expected credit loss model requires an entity to account for expected credit losses and changes in those expected credit losses at each reporting date to reflect changes in initial recognition.

Fair value hierarchy:

The Company classifies financial instruments recognized at fair value in accordance with a fair value hierarchy that prioritizes the inputs to the valuation technique used to measure fair value as per IFRS 7. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 – Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The Company has valued all of its financial instruments using Level 1 measurements.

Page 9 of 14

CROSSOVER ACQUISITIONS INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (Expressed in Canadian Dollars)

(l) Provisions

A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance expense (“notional interest”).Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of economic benefits will be required, the provision is reversed. The Company presently does not have any amounts considered to be provisions.

(b) Accounting Standards Issued but not yet Effective

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

3. Capital Management:

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

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

The Company does not have any externally imposed capital requirements.

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

4. Capital stock:

Authorized:

Unlimited common shares

Issued common shares:

Balance December 31, 2020 and 2019 Cancellation of initial shares Issued private placement Issued prospectus financing Balance December 31, 2021 Additional share issue costs Balance December 31, 2022	# shares $ value 100 $ 10 (100) (10) 4,000,000 200,000 12,500,000 959,800 16,500,000 $ 1,159,800 - (12,725) 16,500,000 $ 1,147,075

In the prior year the Company issued 4,000,000 founders shares at $0.05 per share for gross proceeds of $200,000. These shares being 4,000,000 Common Shares, will be held in escrow pursuant to the requirements of the Exchange. 25% of the escrowed common shares will be released from escrow on the issuance of the Final Exchange Bulletin (the “Initial Release”) and an additional 25% will be released on each of the dates which are 6 months, 12 months and 18 months following the Initial Release.

Page 10 of 14

CROSSOVER ACQUISITIONS INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (Expressed in Canadian Dollars)

The Company engaged iA Private Wealth Inc. ("iA") as Agent, filed a prospectus and issued 12,500,000 common shares at a price of $0.10 per share to the public (the “Offering”) for total gross proceeds of $1,250,000 (net proceeds after cash costs and value of Agent's warrant of $959,800). iA was paid a cash commission of $125,000 and was granted 1,250,000 Agents' warrants exercisable at a price of $0.10 per share, and expiring 5 years from the date of listing of the Company's shares. As part of the Offering the Company also issued 1,250,000 options to directors and officers which will entitle the grantees to purchase Common Shares at $0.05 per share, expiring after 5 years. The Agents' warrants were valued at $92,793 using a Black-Scholes option pricing model with the following inputs: dividend yield 0%; Risk free interest rate of 0.90%; estimated volatility of 100% and term of 5 years. The prospectus closed in the year ended December 31, 2021.

Share based payments:

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

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

The change in stock options during the years ended December 31, 2022 is as noted below:

	Number of	Wtd Avge
	options	exc. price
At December 31, 2021	1,650,000	$ 0.05
Issued	-	-
At December 31, 2022	1,650,000	$ 0.05

The following table summarizes information about options outstanding at December 31, 2022:

Exercise price 0.05 Warrants: The change in warrants during the years ended December 31, 2022 is as noted below: At December 31, 2021 Issued At December 31, 2022	Number of options Remaining contractual life in years
	1,650,000 $ 3.80
	Number of warrants Wtd Avge exc. price 1,250,000 $ 0.10 - - 1,250,000 $ 0.10

The following table summarizes information about warrants outstanding at December 31, 2022

		Remaining
	Number of	contractual
Exercise price	warrants	life in years
0.10	1,250,000	$ 3.80

Page 11 of 14

CROSSOVER ACQUISITIONS INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (Expressed in Canadian Dollars)

5. Related party transactions and balances:

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

Related Party Item	Related Party Item		2022		2021
Key Management Personnel Directors fees charged to statement of loss $ Share-based payments charged to statement of loss $ Supplemental cash flow information: Net change in non-cash working capital: H.S.T receivable $ Accounts payable and accrued liabilities $ Non-cash investing and financing activities: Agent's warrants issued $		- $ - - $ 46,396 2022 2021 19,436 $ (21,878) 14,234 7,266 33,670 $ (14,612) - $ 92,793

6. Supplemental cash flow information:

7. Income tax:

The Company has available approximately $169,893 in non-capital loss carry-forwards which can be used to reduce the amount of tax payable in future years. The potential benefit of these losses has not been recognized in these financial statements and will expire if unused as follows:

llows:
2040	$	6,000
2041		82,124
2042		81,769
	$	169,893

In addition to the above noted loss-carryforwards, the Company has available approximately $100,000 in Canadian exploration and development expenditures which may be deducted from taxable income in future years without expiry. The benefit of these amounts has not been recognized in these financial statements.

The Company's effective corporate tax rate varies from the statutory rate of tax in Canada due to the following factors:

Statutory tax rate Valuation allowance Effective corporate tax rate The Company has the following deferred income tax assets: Non capital losses $ Share issue costs Valuation allowance Benefit recognized in the financial statements $	2022 % 26.50 (26.50) % - 2022 169,893 $ 118,445 (288,338) - $	2021 % 26.50 (26.50) % - 2021 88,124 23,350 (111,474) -

Page 12 of 14

CROSSOVER ACQUISITIONS INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(Expressed in Canadian Dollars)

8. Financial Risk Management:

Credit Risk

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

Liquidity risk

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

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

Interest rate risk

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

Market risk

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

Fair value of financial instruments

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

Fair value through profit and loss Cash and cash equivalents Financial liabilities measured at amortized cost Accounts payable and accrued liabilities	Level 2022 2021
	Level 1 1,176,495 1,195,338 Level 1 27,500 13,266

Page 13 of 14

CROSSOVER ACQUISITIONS INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (Expressed in Canadian Dollars)

9. Subsequent event:

Subsequent to year end the Company signed a letter of intent dated January 5, 2023 (the “LOI”) with Resolute Resources Ltd. (“Resolute”), a corporation organized under the laws of the Province of Alberta, whereby Crossover and Resolute will complete an arrangement, amalgamation, share exchange, or similar transaction (the “Transaction”) to ultimately form the resulting issuer (the “Resulting Issuer”) that will continue on the business of Resolute, subject to the terms and conditions outlined below. Crossover intends that the Transaction will constitute its Qualifying Transaction, as such term is defined in the policies of the Exchange.

The LOI contemplates that the Transaction will be completed by April 30, 2023, or such other date as may be mutually agreed to in writing between Crossover and Resolute. There can be no assurance that a Definitive Agreement will be successfully negotiated or entered into, or that the Concurrent Equity Offering or the Transaction will be completed. Completion of the transaction is contingent on a number of conditions, including but not limited to the following; completion of a concurrent equity financing, completion of a share consolidation, completion of a definitive agreement and regulatory approval.

Page 14 of 14

CROSSOVER ACQUISITIONS INC.

INTERIM CONDENSED FINANCIAL STATEMENTS

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

CROSSOVER ACQUISITIONS INC.

(Incorporated under the Laws of the Province of Ontario)

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

			Mar. 31,		Dec. 31,
			2023		2022
			(unaudited)		(audited)
ASSETS
Current
Cash and cash equivalents		$	1,086,302	$	1,176,495
HST and other receivable			12,465		2,442
			1,098,767		1,178,937
		$	1,098,767	$	1,178,937
LIABILITIES
Current:
Accounts payable and accrued liabilities		$	18,324	$	27,500
SHAREHOLDER'S EQUITY
Capital stock_(Note 4)_			1,147,075		1,147,075
Warrants			92,793		92,793
Contributed surplus			46,396		46,396
Deficit_(Page 2)_			(205,821)		(134,827)
			1,080,443		1,151,437
		$	1,098,767	$	1,178,937
*Nature of Operations and going concern - Note 1*
*See Subsequent Events - Note 8*
Approved on behalf of the board on	July 6, 2023:
*"David Mitchell"*		*"Matthew Goldman"*
David Mitchell, Director		Matthew Goldman,		Director

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

Page 1 of 8

CROSSOVER ACQUISITIONS INC.

CONDENSED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

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

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

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

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

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

Page 2 of 8

CROSSOVER ACQUISITIONS INC.

CONDENSED INTERIM STATEMENTS OF CASH FLOWS

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

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

Supplemental cash flow information - Note 6

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

Page 3 of 8

CROSSOVER ACQUISITIONS INC.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

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

1. Nature of Operations and going concern:

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

2. Material accounting policies:

(a) Statement of Compliance

These condensed interim financial statements have been prepared in accordance International Accounting Standard 34, Interim Financial Reporting, using accounting policies consistent with International Financial Reporting Standards and are the responsibility of the Company's management. The condensed interim financial statements do not contain all disclosures required for annual Financial statements and should be read in conjunction with the audited annual financial statements and the notes thereto for the as at and for the year ended December 31, 2022. Selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes to the Company’s financial position and performance since the last audited annual consolidated financial statements.

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

(b) Accounting Standards Issued but not yet Effective

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

3. Capital Management:

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

The Company does not have any externally imposed capital requirements.

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

Page 4 of 8

CROSSOVER ACQUISITIONS INC.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

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

4. Capital stock:

Authorized:

Unlimited common shares

Issued common shares:

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

Share based payments:

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

he change in stock options during the periods March 31, 2023 is as noted below:
At March 31, 2022 Issued At March 31, 2023	Number of options Wtd Avge exc. price
	1,650,000 $ 0.05 - -
	1,650,000 $ 0.05

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

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

Warrants:

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

At March 31, 2022 Issued At March 31, 2023	Number of warrants Wtd Avge exc. price
	1,250,000 $ 0.10 - -
	1,250,000 $ 0.10

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

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

Page 5 of 8

CROSSOVER ACQUISITIONS INC.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

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

5. Related party transactions and balances:

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

Related Party Item		2023	2022
Key Management Personnel Directors fees charged to statement of loss $ - $ - Share-based payments charged to statement of loss $ - $ - Supplemental cash flow information: Net change in non-cash working capital: Nine months ended Mar. 31 2023 2022 H.S.T receivable $ (10,023) $ 7,078 Accounts payable and accrued liabilities (9,176) (6,366) $ (19,199) $ 712 Non-cash investing and financing activities: Agent's warrants issued $ - $ 92,793

6. Supplemental cash flow information:

7. Financial Risk Management:

Credit Risk

Liquidity risk

Interest rate risk

Market risk

Page 6 of 8

CROSSOVER ACQUISITIONS INC.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

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

Fair value of financial instruments

of the Company.
Fair value through profit and loss Cash and cash equivalents Financial liabilities measured at amortized cost Accounts payable and accrued liabilities	Level 2023 2022
	Level 1 1,086,302 1,176,495 Level 1 18,324 27,500

8. Subsequent events:

i) During the quarter, the Company entered into a business combination agreement (the “Business Combination Agreement”) with Resolute Resources Ltd. (“Resolute”) on March 21, 2023, with the intention that this transaction will constitute the Company’s Qualifying Transaction, as that term is defined by the policies of the TSX Venture Exchange.
ii) Subsequent to the end of the quarter, the Company held its annual general and special shareholders meeting on May 15, 2023, at which all matters presented before shareholders were approved, including the Name Change and Consolidation as such terms are defined in the Company’s Management Information Circular dated April 14, 2023 conditional upon completion of the Qualifying Transaction with Resolute.
iii) In connection with the Qualifying Transaction, on June 6, 2023, Resolute closed its first tranche of its brokered private placement offering (the “Offering”) of subscription receipts of Resolute at a price of $0.25 per subscription receipt for aggregate gross proceeds of $4,000,200 and 16,000,800 subscription receipts received. On July 10, 2023, Resolute closed its second and final tranche of the Offering at a price of $0.25 per subscription receipt for aggregate gross proceeds of $510,000 and 2,040,000 subscription receipts received. The Offering constitutes the Concurrent Financing as that term is defined in the policies of the TSX Venture Exchange.

Immediately prior to the closing of the Qualifying Transaction (the “RTO Closing”), and provided certain customary closing conditions are satisfied or waived (to the extent waiver is permitted), each one Subscription Receipt will be exchanged automatically, for no additional consideration and with no further action on the part of the holder thereof, into one unit of Resolute (a “Unit”).

Each Unit will consist of one Resolute Share (each, an “Underlying Share”) and one-half of one common share purchase warrant of Resolute (each whole warrant, an “Underlying Warrant”). Each Underlying Warrant will entitle the holder to purchase one Resolute Share (a “Warrant Share”, and together with the Underlying Shares and the Underlying Warrants, the “Underlying Securities”) at an exercise price equal to $0.50 until the date that is 60 months following the date of the RTO Closing (the “RTO Closing Date”).

The gross proceeds of the Offering (less 50% of the Agent's Fees (defined below) and expenses of the Agent payable on the closing date of the Offering) (the "Escrowed Funds") are being held by an escrow agent (the "Escrow Agent") pursuant to the terms of a subscription receipt agreement among Resolute, the Agent and the Escrow Agent. The Escrowed Funds (less the remaining 50% of the Agent's Fees and any remaining costs and expenses of the Agent) will be released (together with the interest thereon) to Resolute upon satisfaction of certain customary closing conditions and the Agent receiving a certificate from Resolute prior to the Termination Time (defined below).

Page 7 of 8

CROSSOVER ACQUISITIONS INC.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

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

8. Subsequent events (continued):

If the Proposed Transaction is not completed, all of the issued and outstanding Subscription Receipts shall be cancelled and the Escrowed Funds shall be used to pay holders of the Subscription Receipts an amount equal to the Issue Price to all of the Subscriptions Receipts held by them (plus pro-rata share of interest). If the Escrowed Funds are not sufficient to satisfy the aggregate Issue Price paid for the then issued and outstanding Subscription Receipts, it is Resolute’s responsibility to contribute such amounts as are necessary to satisfy any such shortfall.

In connection with the Offering, the Agent received from Resolute an aggregate cash fee in the amount of $72,200 (the "Agent's Fee") and an advisory fee in the amount of $120,000 (the "Agent's Advisory Fee"), subject to a reduction for certain orders on a "President's List". The Agent also incurred $99,514 of expenses which were paid upon closing by Resolute. On closing of the Offering, the Agent received 50% of the Agent's Fee and 50% of the Agent's Advisory Fee, with the balance forming part of the Escrowed Funds. In addition, Resolute issued to the Agent 288,800 compensation options (the "Compensation Options") and 486,832 advisory compensation options ("Advisory Compensation Options"). Each Compensation Option and Advisory Compensation Option shall be exercisable to acquire one Unit for a period of 24 months following the RTO Closing Date at the Offering Price. Upon the completion of the Proposed Transaction, the Compensation Options will be exchanged for compensation options of the Resulting Issuer on economically equivalent terms.”

Page 8 of 8

APPENDIX 2 – CROSSOVER MD&A

Crossover Acquisitions Inc.

Management Discussion and Analysis of Financial Condition and Results of Operations For the years ended December 31, 2022 and 2021

This Management Discussion and Analysis (“ MD&A ”) of Crossover Acquisitions Inc. (the “ Company ”) dated as of March 8, 2023 provides analysis of the Company’s financial results for the year ended December 31, 2022 compared to the year ended December 31, 2021. The following information should be read in conjunction with the annual financial statements and the notes thereto, for the years ended December 31, 2022 and 2021 which have been prepared in accordance with International Financial Reporting Standards (“ IFRS ”). These documents along with others published by the Company are available on SEDAR at www.sedar.com.

Company Description:

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

Selected Annual Financial Information:

	2022 $	2021 $	2020 $
Total assets	1,178,937	1,217,216	10,010
Loss and comprehensive loss forthe year	(39,788)	(89,039)	(6,000)
Loss perShare	(0.00)	(0.03)	(60.00)

Summary of Quarterly Results:

Summary of Quarterly Results:
Three-month periods ending	Revenue $	Net Income (loss) $	Total Assets $	Income (loss) per share $
December 31, 2022	-	(15,074)	1,178,937	-
September 30, 2022	-	(5,600)	1,179,511	-
June 30, 2022	-	(3,187)	1,181,911	-
March 31, 2022	-	(15,927)	1,194,923	-
December 31, 2021	-	(44,938)	1,217,216	(0.01)
September 30, 2021	-	(41,601)	177,736	(0.02)
June 30, 2021	-	(2,500)	10,010	-
March 31, 2021	-	-	10	-

– 2 –

Liquidity and capital resources

For the year ended December 31, 2022 the Company used cash in operations of $6,118 (2021 – $57,725) and used cash in financing activities of $12,725 (additional share issue costs associated with its IPO) (2021 – 1,242,583 received). The cash received from financing in the prior year relates to the closing of the private placements and Initial Public Offering as discussed below. The Company had working capital at year-end of $1,151,437 (2021 – working capital deficiency of $1,203,950). The decrease in working capital was mainly due to the financing of the loss incurred in the current year.

Financing activities and capital expenditures

During the prior year the Company issued 4,000,000 founders shares at $0.05 per share for gross proceeds of $200,000. These shares being 4,000,000 Common Shares, will be held in escrow pursuant to the requirements of the Exchange. 25% of the escrowed common shares will be released from escrow on the issuance of the Final Exchange Bulletin (the “Initial Release”) and an additional 25% will be released on each of the dates which are 6 months, 12 months and 18 months following the Initial Release.

During the prior year, the Company engaged iA Private Wealth Inc. ("iA") as Agent, filed a prospectus and issued 12,500,000 common shares at a price of $0.10 per share to the public (the “Offering”) for total gross proceeds of $1,250,000 (net proceeds after cash costs and value of Agent's warrant of $959,800). iA was paid a cash commission of $125,000 and was granted 1,250,000 Agents' warrants exercisable at a price of $0.10 per share and expiring 5 years months from the date of listing of the Company's shares. As part of the Offering the Company also issued 1,250,000 options to directors and officers which will entitle the grantees to purchase Common Shares at $0.05 per share, expiring after 5 years.

The Agents' warrants issued were valued at $92,793 using a Black-Scholes option pricing model with the following inputs: dividend yield 0%; Risk free interest rate of 0.90%; an estimated volatility of 100% and term of 5 years.

Results of operations

For the quarter ended December 31, 2022 compared to the quarter ended December 31, 2021

For the quarter ended December 31, 2022 the Company incurred a net loss and comprehensive loss of $15,074 ($0.00 per share) compared to a loss of $44,938 ($0.01 per share) in the quarter ended December 31, 2021. The decrease in the loss in the current quarter is mainly as a result of the Share based payment expense in the prior year of $46,396 compared to nil in the current year..

For the year ended December 31, 2022 compared to the year ended December 31, 2021

The loss and comprehensive loss for the year ended December 31, 2022 was $39,788 ($0.00 loss per common share) as compared to loss and comprehensive loss of $89,039 ($0.03 per common share) in the previous year.

Expenses incurred during the year ended December 31, 2022 and 2021 consist of:

(i) Shareholder information expense of $10,150 (2021 - $28,173). The expense consists of transfer agent’s and filing fees. The reason for the decrease year over year in the expense was due to additional filing fees in 2021 related to going public.
(ii) Professional fees of $29,638 (2021 - $14,470). The increase is as a result of increased legal fees associated with the potential Qualifying Transaction (see subsequent event).
(iii) Share based payments expense of $Nil (2021 - $ 46,396 related to the granting of 1.25 million options to directors and officers of the Company in the prior year. No options were issued in 2022.

– 3 –

Capital Management

The Company’s policy is to attain a strong capital base so as to maintain investor, creditor and market confidence and to sustain the future development of the business. The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risks characteristic of the underlying resource assets. As a Capital Pool Company, the Company considers its capital structure to comprise only working capital. In order to maintain or adjust the capital structure, the Company may from time to time issue shares and adjust its capital spending to manage current and projected expenditure levels.

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

The Company does not have any externally imposed capital requirements.

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

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Related party transactions and balances:

During the prior year share-based payment expenses for options issued to Directors and Officers of the Company. The 1.65 million stock options issued along with the prospectus filing were valued at $46,396 using a BlackScholes option pricing model with the following inputs: dividend yield 0%; Risk free interest rate of 0.90%; volatility of 100% and term of 5 years. The options vest immediately.

Of the common shares issued in the prior year 1,000,000 common shares for gross proceeds of $50,000 were issued to individuals or corporations that are related to a director and officer of the Company.

The above transactions were in the normal course of operations and were measured at the exchange amount, which are the amounts agreed to by the related parties.

Outstanding Share Data

Authorized

Unlimited common shares

Issued

Issued
Type of Security	Balance as of Dec 31, 2022	Balance as of the date of this MDA	Exercise price	Expiry date
Common shares	16,500,000	16,500,000	NA	NA
Agent’s warrants	1,250,000	1,250,000	$0.10	Oct. 15, 2026
Director and Officers options	1,650,000	1,650,000	$0.05	Oct. 15, 2026
Total	19,400,000	19,400,000

– 4 –

Events Subsequent to year end

Risk Factors

The Company is currently in the process of identifying and evaluating assets or businesses in order to complete a Qualifying Transaction and has no source of revenue. The Company is not permitted to carry on any other business other than the identification and evaluation of assets or business to complete a Qualifying Transaction.

There can be no assurance the Company will successfully identify an assets or businesses to complete a Qualifying Transaction or have the necessary financial resources to complete a Qualifying Transaction. There can be no assurance that the Company will be able to successfully obtain the necessary financing in the future on terms acceptable to the Company or at all.

The Company is exposed to credit risk and liquidity risk. The Company’s primary risk management objective is to protect assets, earnings and cash flow and, ultimately, shareholder value. Risk management strategies, as discussed below, are designed and implemented to ensure that the Company’s risks and the related exposure are consistent with its business objectives and risk tolerance. There have been no changes to the risks to which the Company is exposed or to the corresponding risk management strategies during the current period.

Credit risk

The Company’s accounts receivable includes amounts that are recoverable on account of harmonized sales tax. These amounts are subject to verification through audits that may be conducted by Canada Revenue Agency. The accounts receivable does not contain any past due amounts and the Company has no history of bad debts.

Liquidity risk

The Company currently has limited financial resources, has no source of operating income and has no assurance that additional funding will be available to it to enable it to meet its obligations as they become due. Although the Company has been successful in the past in financing its activities, there can be no assurance that it will be able to do so in the future.

Key officers, consultants and employees

The success of the Company will be largely dependent upon the performance of its key officers, consultants and employees. Failure to retain key individuals or to attract or retain additional key individuals with necessary skills could have a materially adverse impact upon the Company’s success. The Company has not purchased any keyman insurance with respect to any of its directors, officers or consultants and has no current plans to do so.

– 5 –

Conflicts of interest

Certain directors and officers of the Company are or may become associated with other natural resource companies which may give rise to conflicts of interest. In accordance with the Business Corporations Act (Ontario), directors who have a material interest in any person who is a party to a material contract or a proposed material contract with the Company are required, subject to certain exceptions, to disclose that interest and generally abstain from voting on any resolution to approve the contract. In addition, the directors and the officers are required to act honestly and in good faith with a view to the best interests of the Company. The directors and officers of the Company have either other full-time employment, other business or time restrictions placed on them and, accordingly, the Company will not be the only business enterprise of these directors and officers.

Uninsured risks

The Company currently does not have liability insurance.

Dividend policy

No dividends on the common shares of the Company have been paid by the Company to date. The Company intends to retain its earnings, if any, to finance the growth and development of its business and has no present intention of paying dividends or making any other distributions in the foreseeable future.

New accounting policies issued but not yet adopted:

Certain new standards, interpretations and amendments to existing standards have been issued by the IASB or IFRIC that are mandatory for accounting periods after the current year end.

As at December 31, 2022 there are no new accounting policies issued but not yet adopted that in management’s opinion would have an effect on the Company in its current state of operations.

Forward Looking Information

Certain statements in this MD&A may constitute “forward-looking” statements which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company and its subsidiary, or the industry in which they operate, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this report, the words “estimate”, “believe”, “anticipate”, “intend”, “expect”, “plan”, “may”, “should”, “will”, the negative thereof or other variations thereon or comparable terminology are intended to identify forward-looking statements. Such forward-looking statements reflect the current expectations of the Management of the Company with respect to future events based on currently available information and are subject to risks and uncertainties that could cause actual results, performance or achievements to differ materially from those expressed or implied by those forwardlooking statements, such as reduced funding, currency and interest rate fluctuations, increased competition and general economic and market factors and including the risk factors summarized above under the heading “Risk Factors”. New risk factors may arise from time to time and it is not possible for Management of the Company to predict all of those risk factors or the extent to which any factor or combination of factors may cause actual results, performance or achievements of the Company to be materially different from those expressed or implied in such forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Although the forward-looking statements contained in this MD&A are based upon what Management believes to be reasonable assumptions, the Company cannot assure investors that actual results will be consistent with these forward-looking statements. The forward-looking statements contained in this MD&A speak only as of the date hereof. The Company does not undertake or assume any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law.

– 6 –

Disclosure controls and procedures

In connection with National Instrument 52-109 (Certification of Disclosure in Issuer’s Annual and Interim Filings) (“NI 52-109”), the Chief Executive Officer and Chief Financial Officer of the Company have filed a Venture Issuer Basic Certificate with respect to the financial information contained in the financial statements for the years ended December 31, 2022 and 2021 and this accompanying MD&A (together the “Annual filings”).

In contrast to the full certificate under NI 52-109, the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting, as defined in NI 52-109. For further information the reader should refer to the Venture Issuer Basic Certificates filed by the Company with the Interim Filings on SEDAR at www.sedar.com

Additional Information:

(1) Additional information about the Company may be found on SEDAR at www.sedar.com.
(2) Additional information is provided in the Company’s annual audited financial statements for the most recently completed annual period (December 31, 2022 and 2021) which were prepared under IFRS.

Crossover Acquisitions Inc.

Management Discussion and Analysis of Financial Condition and Results of Operations For the three month periods ended March 31, 2023 and 2022

This Management Discussion and Analysis (“ MD&A ”) of Crossover Acquisitions Inc. (the “ Company ”) dated as of May 29, 2023 provides analysis of the Company’s financial results for the three month periods ended March 31, 2023 compared to the three-month period ended March 31, 2022. The following information should be read in conjunction with the interim condensed financial statements and the notes thereto, for the three month periods ended March 31, 2023 and 2022 as well as the audited financial statements for the years ended December 31, 2022 and 2021 which have been prepared in accordance with International Financial Reporting Standards (“ IFRS ”). These documents along with others published by the Company are available on SEDAR at www.sedar.com.

Company Description:

Crossover Acquisitions Inc. (the "Company") was incorporated under the laws of the Province of Ontario on May 27, 2019 and is classified as a Capital Pool Company, as defined in Policy 2.4 of the TSX Venture Exchange”. The Company was inactive for the period from incorporation until December 31, 2020. During the current year the Company closed its initial public offering. The principal business of the Company is the identification and evaluation of a Qualifying Transaction (“QT”) and once identified or evaluated, to negotiate an acquisition or participation in a business subject to receipt of shareholder approval, if required, and acceptance by regulatory authorities. (also see Events Subsequent to Year End in this document).

Summary of Quarterly Results:

Summary of Quarterly Results:
Three-month periods ending	Revenue $	Net Income (loss) $	Total Assets $	Income (loss) per share $
March31,2023	-	(70,994)	1,098,768	-
December 31, 2022	-	(15,074)	1,178,937	-
September30,2022	-	(5,600)	1,179,511	-
June 30, 2022	-	(3,187)	1,181,911	-
March 31, 2022	-	(15,927)	1,194,923	-
December31,2021	-	(44,938)	1,217,216	(0.01)
September30,2021	-	(41,601)	177,736	(0.02)
June 30,2021	-	(2,500)	10,010	-

Liquidity and capital resources

For the three-month period ended March 31, 2023 the Company used cash in operations of $90,193 (2022 – $15,215) The Company did not use or receive any cash from investing or financing activities in either period. The use of cash in the period was a result of financing the loss for the period. The Company had working capital at March 31, 2023 in the amount of $1,080,442 (2022 – working capital of $1,188,023).

– 2 –

Financing activities and capital expenditures

In the year ended December 31, 2021 the Company issued 4,000,000 founders shares at $0.05 per share for gross proceeds of $200,000. These shares, being 4,000,000 Common Shares, will be held in escrow pursuant to the requirements of the Exchange. 25% of the escrowed common shares will be released from escrow on the issuance of the Final Exchange Bulletin (the “Initial Release”) and an additional 25% will be released on each of the dates which are 6 months, 12 months and 18 months following the Initial Release.

During the 2021 year, the Company engaged iA Private Wealth Inc. ("iA") as Agent, filed a prospectus and issued 12,500,000 common shares at a price of $0.10 per share to the public (the “Offering”) for total gross proceeds of $1,250,000 (net proceeds after cash costs and value of Agent's warrant of $959,800). iA was paid a cash commission of $125,000 and was granted 1,250,000 Agents' warrants exercisable at a price of $0.10 per share and expiring 5 years months from the date of listing of the Company's shares. As part of the Offering the Company also issued 1,650,000 options to directors and officers which will entitle the grantees to purchase Common Shares at $0.05 per share, expiring after 5 years.

Results of operations

For the three-month period ended March 31, 2023 compared to the three-month period ended March 31, 2022

For the three-month period ended March 31, 2023 the Company incurred a net loss and comprehensive loss of $70,994 ($Nil per share) compared to a loss of $15,927 ($Nil per share) in the three-month period ended March 31, 2022 The increase in the loss in the current quarter is mainly as a result of professional fees incurred on the Company’s proposed Qualifying Transactions – see Subsequent Events.

Expenses incurred during the periods ended March 31, 2023 and 2022 consist of the following:

(i) Shareholder information expense of $17,725 (2022 - $10,189). The expense consists of transfer agent’s and filing fees and is in line with the same period in the prior year.
(ii) Professional fees of $53,269 (2022 - $5,738). The increase is as a result of fees associated with the proposed Qualifying Transaction.

Capital Management

The Company’s policy is to attain a strong capital base so as to maintain investor, creditor and market confidence and to sustain the future development of the business. The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risks characteristic of the underlying resource assets. As a Capital Pool Company, the Company considers its capital structure to comprise only working capital. In order to maintain or adjust the capital structure, the Company may from time-to-time issue shares and adjust its capital spending to manage current and projected expenditure levels.

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

The Company does not have any externally imposed capital requirements.

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

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

– 3 –

Related party transactions and balances:

There were no related party transactions in the periods ended March 31, 2023 and 2022.

The above transactions were in the normal course of operations and were measured at the exchange amount, which are the amounts agreed to by the related parties.

Outstanding Share Data

Authorized

Unlimited common shares

Issued

Type of Security	Balance as of March 31, 2023	Balance as of the date of this MDA	Exercise price	Expiry date
Common shares	16,500,000	16,500,000	NA	NA
Agent’s warrants	1,250,000	1,250,000	$0.10	Oct. 15, 2026
Director and Officers options	1,650,000	1,650,000	$0.05	Oct. 15, 2026
Total	19,400,000	19,400,000

Events Subsequent to quarter end

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

Risk Factors

There can be no assurance the Company will successfully identify a assets or businesses to complete a Qualifying Transaction or have the necessary financial resources to complete a Qualifying Transaction. There can be no assurance that the Company will be able to successfully obtain the necessary financing in the future on terms acceptable to the Company or at all.

– 4 –

Credit risk

Liquidity risk

The Company currently has limited financial resources, had no source of operating income and has no assurance that additional funding will be available to it to enable it to meet its obligations as they become due. Although the Company has been successful in the past in financing its activities, there can be no assurance that it will be able to do so in the future.

Key officers, consultants and employees

Conflicts of interest

Uninsured risks

The Company currently does not have liability insurance.

Dividend policy

New accounting policies issued but not yet adopted:

Certain new standards, interpretations and amendments to existing standards have been issued by the IASB or IFRIC that are mandatory for accounting periods after the current year end.

As of March 31, 2023 there are no new accounting policies issued but not yet adopted that in management’s opinion would have an effect on the Company in its current state of operations.

Forward Looking Information

– 5 –

to future events based on currently available information and are subject to risks and uncertainties that could cause actual results, performance or achievements to differ materially from those expressed or implied by those forwardlooking statements, such as reduced funding, currency and interest rate fluctuations, increased competition and general economic and market factors and including the risk factors summarized above under the heading “Risk Factors”. New risk factors may arise from time to time and it is not possible for Management of the Company to predict all of those risk factors or the extent to which any factor or combination of factors may cause actual results, performance or achievements of the Company to be materially different from those expressed or implied in such forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Although the forward-looking statements contained in this MD&A are based upon what Management believes to be reasonable assumptions, the Company cannot assure investors that actual results will be consistent with these forward-looking statements. The forward-looking statements contained in this MD&A speak only as of the date hereof. The Company does not undertake or assume any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law.

Disclosure controls and procedures

In connection with National Instrument 52-109 (Certification of Disclosure in Issuer’s Annual and Interim Filings) (“NI 52-109”), the Chief Executive Officer and Chief Financial Officer of the Company have filed a Venture Issuer Basic Certificate with respect to the financial information contained in the financial statements for the years ended December 31, 2021 and 2020 and this accompanying MD&A (together the “Annual filings”).

(1) Additional information about the Company may be found on SEDAR at www.sedar.com.
(2) Additional information is provided in the Company’s interim condensed financial statements for the periods ended March 31, 2023 and 2022 and the Company’s annual audited financial statements for the most recently completed annual period (December 31, 2022 and 2021) which were prepared under IFRS.

APPENDIX 3 – RESOLUTE FINANCIAL STATEMENTS

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CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2022 AND 2021

Management's Responsibility

To the Shareholders of Resolute Resources Ltd:

Management is responsible for the preparation and presentation of the accompanying consolidated financial statements, including responsibility for significant accounting judgements and estimates in accordance with International Financial Reporting Standards. This responsibility includes selecting appropriate accounting principles and methods, and making decisions affecting the measurement of transactions in which objective judgment is required.

In discharging its responsibilities for the integrity and fairness of the consolidated financial statements, management designs and maintains the necessary accounting systems and related internal controls to provide reasonable assurance that transactions are authorized, assets are safeguarded and financial records are properly maintained to provide reliable information for the preparation of financial statements.

The Board of Directors (the “Board”) is responsible for overseeing management in the performance of its financial reporting responsibilities. The Board fulfils these responsibilities by reviewing the financial information prepared by management and discussing relevant matters with management and external auditors. The Board is also responsible for recommending the appointment of the Company's external auditors.

KPMG LLP, an independent firm of Chartered Professional Accountants, is appointed by the Board to audit the consolidated financial statements and report directly to them; their report follows. The external auditors have full and free access to, and meet periodically and separately with, both the Board and management to discuss their audit findings.

(signed) Bradley Parkes

Bradley Parkes, CEO

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KPMG LLP 205 5th Avenue SW Suite 3100 Calgary AB T2P 4B9 Tel 403-691-8000 Fax 403-691-8008 www.kpmg.ca

INDEPENDENT AUDITOR’S REPORT

To the Board of Directors of Resolute Resources Ltd.

Opinion

We have audited the consolidated financial statements of Resolute Resources Ltd. (the Entity), which comprise:

the consolidated statements of financial position as at June 30, 2022 and June 30, 2021
the consolidated statements of loss and comprehensive loss for the years then ended
the consolidated statements of changes in equity for the years then ended
the consolidated statements of cash flows for the years then ended
and notes to the (consolidated financial statements, including a summary of significant accounting policies

(Hereinafter referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the consolidated financial position of the Entity as at June 30, 2022 and June 30, 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the “Auditor’s Responsibilities for the Audit of the Financial Statements” section of our auditor’s report.

We are independent of the Entity in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada and we have fulfilled our other ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

KPMG LLP, an Ontario limited liability partnership and member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. KPMG Canada provides services to KPMG LLP.

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Material Uncertainty Related to Going Concern

We draw attention to Note 2 in the financial statements, which indicates that the Entity is in the exploration stage and therefore, it has generated no revenues to date.

As stated in Note 2 in the financial statements, these events or conditions, along with other matters as set forth in Note 2 in the financial statements, indicate that a material uncertainty exists that may cast significant doubt on the Entity's ability to continue as a going concern.

Our opinion is not modified in respect of this matter.

Other Information

Management is responsible for the other information. Other information comprises the information included in Management’s Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit and remain alert for indications that the other information appears to be materially misstated.

We obtained the information, other than the financial statements and the auditor’s report thereon, included in Management’s Discussion and Analysis as at the date of this auditor’s report.

If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in the auditor’s report.

We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Entity’s ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Entity or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Entity’s financial reporting process.

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Auditor’s Responsibilities for the Audit of the Financial Statements

Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit.

We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.

The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Entity's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Entity's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Entity to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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Communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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Chartered Professional Accountants

Calgary, Canada August 10, 2023

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Consolidated Statements of Financial Position

(amounts in Canadian dollars)

	June 30, June 30, 2022 2021
ASSETS CURRENT ASSETS Cash Prepaid expenses GST receivable	$ $ 2,362,925 232,030 67,651 - 6,695 3,505
Long-term investments (note 5 and 9) Exploration and evaluation assets(note 6)	2,437,271 235,535 20,058 - 216,949 103,295
	237,007 103,295
TOTAL ASSETS	2,674,278 338,830
LIABILITIES & SHAREHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable and accrued liabilities Shareholder loan(note 7)	50,208 24,070 - 1,160
	50,208 25,230
SHAREHOLDERS’ EQUITY Share capital (note 8) Warrants (note 8) Contributed surplus Deficit	2,750,827 391,064 31,250 - 37,500 - (195,507) (77,464)
	2,624,070 313,600
TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY	2,674,278 338,830

The accompanying notes are an integral part of these consolidated financial statements

Going concern (note 2) Subsequent events (notes 8 and 11)

On behalf of the board of Directors:

(signed) Bradley Parkes , Director (signed) Neil Bothwell , Director

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Consolidated Statements of Loss and Comprehensive Loss

(amounts in Canadian dollars)

	For the years ended June 30 2022 2021
EXPENSES Operating General and administrative Stock based compensation(note 8)	$ $ - 6,920 102,097 55,815 37,500 -
Total expenses	139,597 62,735
Loss from operations Other income (note 9) Interest income	139,597 (62,735) (20,000) - (1,554) -
Net loss before income taxes Deferred income tax(note 4)	(118,043) (62,735) - -
Net loss and comprehensive loss	(118,043) (62,735)
Net loss per common share Basic and diluted(note 8)	- -

The accompanying notes are an integral part of these consolidated financial statements

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Consolidated Statements of Changes in Equity

(amounts in Canadian dollars)

	Share	Warrants	Contributed	Deficit	Amount
	capital		surplus
	$	$	$	$	$
Balance at July 1, 2020	131,563	-	-	(14,729)	116,834
Issuance of common	276,313	-	-	-	276,313
shares
Common share issue costs	(16,812)	-	-	-	(16,812)
Loss for theyear	-	-	-	(62,735)	(62,735)
Balance at June 30, 2021	391,064	-	-	(77,464)	313,600
Issuance of common	2,421,380	-	-	-	2,421,380
shares
Common share warrants	-	31,250	-	-	31,250
issued
Common share issue costs	(61,617)	-	-	-	(61,617)
Stock based compensation	-	-	37,500	-	37,500
Loss for theyear	-	-	-	(118,043)	(118,043)
Balance at June 30, 2022	2,750,827	31,250	37,500	(195,507)	2,624,070

The accompanying notes are an integral part of these consolidated financial statements.

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Consolidated Statements of Cash Flows

( amounts in Canadian dollars )

	For the years ended June 30, 2022 2021
OPERATING ACTIVITIES Net loss for the year Add (deduct) items not involving cash: Stock based compensation General and administrative Change in non-cash working capital: Prepaid expenses GST receivable Accountspayable and accrued liabilities	$ $ (118,043) (62,735) 37,500 - 6,000 8,750 (67,651) - (3,190) (2,379) 26,138 23,991
Cash used for operatingactivities	(119,246) (32,373)
INVESTING ACTIVITIES Long-term investments Exploration and evaluation asset expenditures	(20,058) - (63,654) (36,648)
Cash used for investingactivities	(83,712) (36,648)
FINANCING ACTIVITIES Issuance of shares Share issuance costs Repayment of shareholder loan	2,365,380 267,563 (30,367) (16,812) (1,160) -
Cash from financingactivities	2,333,853 250,751
Increase in cash Cash, beginning ofyear	2,130,895 181,730 232,030 50,300
Cash, end ofyear	2,362,925 232,030

The accompanying notes are an integral part of these consolidated financial statements.

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Notes to the Consolidated Financial Statements

As at and for years ended June 30, 2022 and 2021

1. Reporting entity and description of the business

Resolute Resources Ltd. (“Resolute” or the “Company”) was incorporated under the Business Corporations Act (Alberta) on June 05, 2019. The Company is engaged in the exploration for, development, and production, of oil and natural gas in Western Canada. Substantially all of its activities and assets are focused in Alberta and Northeast British Columbia. The mailing address for the Company is: #100, 111 5th AVE SW Suite 204, Calgary, AB T2P 3Y6. The principal place of business for the Company is: 3300, 205 5th AVE SW, Calgary AB, T2P 2V7.

On January 5, 2023 the Company has entered into a letter of intent with Crossover Acquisitions Inc. (“Crossover”), a capital pool company as defined under TSX venture Exchange (the “Exchange”), whereby Crossover and Resolute plan to complete an arrangement, amalgamation, share exchange or similar transaction to ultimately form the resulting issuer that will continue on the business of Resolute. The intent is that the Transaction will constitute a Qualifying Transaction as such term is defined in the policies of the Exchange, and following the completion of the Transaction, Resolute intends to list as a Tier 2 Oil and Gas Issuer on the Exchange. The closing of the proposed transaction is conditional upon several additional factors, including: shareholder approval by both the Company and Crossover, successful completion of a concurrent financing (refer to note 9) and final approval by the TSX Venture exchange. There is no guarantee that this transaction will be completed.

2. Basis of preparation

Principles of consolidation

The consolidated financial statements include the accounts of Resolute Resources Ltd. and its wholly owned subsidiary, Resolute Resources Corp. All intercompany transactions, balances, and unrealized gains and losses from intercompany transactions are eliminated on consolidation.

Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). The consolidated financial statements were authorized for issuance by the Board of Directors of the Company on August 9, 2023.

Going concern

These consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assumes that the Company will continue operating for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations.

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Notes to the Consolidated Financial Statements

As at and for years ended June 30, 2022 and 2021

2. Basis of preparation (continued):

At June 30, 2022, the Company had working capital totaling $2,387,063 (2021 - $210,305), incurred a net loss of $118,043 (2021 - $62,735), and had cash used in operations of $107,246 (2021 - $32,373).

The Company continues to be in the exploration stage and therefore has generated no operating revenues to date. The Company will be required to incur significant expenditures to determine if commercially viable economic reserves exist and to further develop its exploration and evaluation assets. As a result, the Company will be required to raise additional capital or seek alternatives such as debt financing to develop the properties. There can be no assurance that such funding will be available to the Company when needed, or if available that it will be on acceptable terms. If adequate funds are not available, the Company may not be able to further develop its exploration and evaluation properties and discharge its liabilities in the normal course of operations.

As a result of these conditions there is a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern.

Management believes the use of the going concern assumption is appropriate based upon the assumption the Company will have sufficient cash resources to meet ongoing obligations as they become due in the normal course of activities. The Company has successfully raised financing in the past and believes that it will be able to raise the necessary financing in the future.

These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that would be necessary should the Company be unable to continue as a going concern.

Basis of measurement

The financial statements have been prepared on a historical cost basis.

The financial statements are presented in Canadian dollars, the Company’s functional currency.

Use of estimates and judgement

The preparation of Financial Statements in accordance with IFRS requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the reporting period. Actual results could differ as a result of using estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimates are revised and in any future years affected.

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Notes to the Consolidated Financial Statements

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As at and for years ended June 30, 2022 and 2021

2. Basis of preparation (continued):

The Company faces uncertainties related to future environmental laws and climate-related regulations, which could affect the Company's financial position and future earnings. This transition to a lower-carbon society, as well as the physical impacts of climate change, could result in increased operating costs and reduced demand for oil and gas products. As a result, this could change a number of variables and assumptions used to determine the estimated recoverable amounts of the Company's oil and gas assets. The unpredictable nature, timing and extent of climate-related initiatives presents various risks and uncertainties, including to management's judgements, estimates and assumptions that affect the application of accounting policies.

Significant estimates and judgments made by management in the preparation of these consolidated financial statements are outlined below.

Critical judgments in applying accounting policies:

The following are critical judgments that management has made in the process of applying accounting policies and that have the most significant effect on the amounts recognized in the Financial Statements.

The determination of a cash generating unit ("CGU") and whether an acquisition transaction constitutes a business combination is subject to management judgments. The recoverability of property and equipment and exploration and evaluation assets are assessed at the CGU level. A CGU is the lowest level at which there are identifiable cash inflows that are largely independent of the cash inflows of other CGUs. The determination of these CGUs was based on management's judgment in regards to shared infrastructure, geographical proximity, petroleum type and similar exposure to market risk and materiality. Each acquisition transaction is reviewed by management and judgment is used when determining if the transaction met the IFRS 3 inputs and processes criteria for business combinations.

Management applies judgment in assessing the existence of indicators of impairment and impairment reversal based on various internal and external factors. The estimated recoverable amount of a CGU or of an individual asset is determined as the greater of its fair value less costs of disposal and its value in use. The estimated recoverable amount is derived from estimated proved and probable oil and gas reserves and the related cash flows and estimated discount rates. Estimated proved and probable oil and gas reserves and the related cash flows are based on significant assumptions which include forecasted oil and gas commodity prices, forecasted production, forecasted royalty costs, forecasted operating costs and forecasted future development costs. Certain undeveloped land is also included in the estimated recoverable amount and significant judgement is used in estimating the recoverable amount including recent sales of similar properties in the same general area, recent exploration and discovery activity in the general area, and the remaining term of the undeveloped land.

The application of the Company's accounting policy for exploration and evaluation assets requires management to make certain judgments as to future events and circumstances as to whether

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Notes to the Consolidated Financial Statements

As at and for years ended June 30, 2022 and 2021

2. Basis of preparation (continued):

economic quantities of reserves will be found so as to assess if technical feasibility and commercial viability has been achieved.

Management applies judgment in reviewing each of its contractual arrangements to determine whether the arrangement contains a lease within the scope of IFRS 16. The measurement of lease liabilities is subject to management's judgment of the applicable incremental borrowing rate as discussed in note 3.

Judgments are made by management to determine the likelihood of whether deferred income tax assets at the end of the reporting period will be realized from future taxable earnings.

Key sources of estimation uncertainty:

As described above, the Company is in the exploration stage of operations, however, when the Company begins active operations the following will be key estimates and the assumptions made by management affecting the measurement of balances and transactions in these Financial Statements.

The amounts recorded for the depletion of property and equipment, the provision for decommissioning liability and the amounts used in the impairment calculations are based on estimates of proved and probable oil and gas reserves and the related cash flows. Estimated proved and probable oil and gas reserves and the related cash flows are based on significant assumptions which include forecasted oil and gas commodity prices, forecasted production, forecasted royalty costs, forecasted operating costs and forecasted future development costs. By their nature these estimates and assumptions are subject to uncertainty, and the impact on the financial statements of future periods could be material.

The decommissioning liability amounts recorded are based on estimates of inflation rates, credit-adjusted risk-free rates, timing of abandonments and future abandonment costs, all of which are subject to uncertainty. Actual results could differ as a result of using estimates.

Share-based compensation expense involves the estimate of the fair value of stock option and warrants at time of issue. The estimate involves assumptions regarding the life of the option or warrant, dividend yields, interest rates, and volatility of the security subject to the option. The charge is measured using the Black-Scholes option pricing model, which could be replaced by a pricing model producing different results.

In a business combination, management makes estimates of the fair value of assets acquired and liabilities assumed which includes assessing the value of oil and gas properties based upon estimated proved and probable oil and gas reserves, and the related cash flows and discount rates.

Income tax liabilities and assets are recognized for the estimated tax consequences attributable to differences between the amounts reported in the financial statements and their respective tax bases, using enacted or substantively enacted income tax rates. The reversal timing of temporary differences are based on management estimates. The effect of a change in income tax rates on deferred income

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Notes to the Consolidated Financial Statements

As at and for years ended June 30, 2022 and 2021

2. Basis of preparation (continued):

tax liabilities and assets is recognized in net income (loss) in the period that the change occurs. The actual amount of income tax may be greater than or less than the estimates and the differences may be material.

With respect to the Company’s investments, when estimating fair value, valuation estimates that involve unobservable characteristics involve greater estimation uncertainty.

Resolute follows the accrual method of accounting, making estimates in its financial and operating results. This may include estimates of revenues, royalties, operating, transportation and other expenses and capital items related to the period being reported, for which actual results have not yet been received: It is expected that these accrual estimates will be revised, upwards or downwards, based on the receipt of actual results.

3. Significant accounting policies:

The following significant accounting policies are presented to assist the reader in evaluating the financial statements.

a) New or amended standards not adopted by the Company

Emissions, carbon and other regulations impacting climate and climate-related matters are constantly evolving. With respect to environmental, social and governance (“ESG”) and climate reporting, the IASB has issued an IFRS Disclosure Standard with the aim to develop sustainability disclosure standards that are globally consistent, comparable and reliable. In addition, the Canadian Securities Administrators have issued a proposed National Instrument 51-107 Disclosure of Climate-related Matters. The cost to comply with these standards and others that may be developed over time has not been quantified.

b) Cash and cash equivalents

Cash and cash equivalents consist of deposits held with banks, term deposits and other similar shortterm money market instruments with original maturities of three months or less.

c) Investments

Investments held by the Company are equity securities in a privately held entity and are classified as fair value through profit or loss. Subsequent to initial recognition, gains and losses arising from changes in the fair value of the investments are presented in the statement of comprehensive income in the period in which they arise.

d) Exploration and evaluation (E&E) assets

Exploration and Evaluation ("E&E") costs incurred prior to acquiring the legal right to explore in an area are charged directly to net income (loss). Costs incurred after the legal right to explore is obtained, but before technical feasibility and commercial viability of the area has been established,

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Notes to the Consolidated Financial Statements

As at and for years ended June 30, 2022 and 2021

3. Significant accounting policies (continued):

are capitalized as E&E assets. These costs generally include unproved property acquisition costs, geological and geophysical costs, sampling and appraisals, drilling and completion costs and other directly attributable administrative costs.

Once an area is determined to be technically feasible and commercially viable the accumulated costs are tested for impairment. The carrying value, net of any impairment, is then reclassified to property and equipment as a Developed and Producing ("D&P") asset. If an area is determined not to be technically feasible and commercially viable, or the Company discontinues its exploration and evaluation activity, any unrecoverable costs are charged to net income (loss).

Gains and losses on disposals of exploration and evaluation assets are determined by comparing the proceeds to the net carrying value of the properties and are recognized in net income (loss).

e) Impairment of assets

Non-financial assets

Non-financial assets are reviewed at the end of each reporting period for any indication that an asset may be impaired and, if so, the Company determines whether the asset is impaired by comparing the carrying amount to the estimated recoverable amount. E&E assets are also assessed for impairment when they are reclassified to P&E.

For the purpose of the impairment test, non-financial assets are grouped into the Company’s single CGU, which is the smallest identifiable group of assets that generate cash inflows that are largely independent of the cash inflows from other assets or groups of assets. The recoverable amount of a CGU is the higher of its fair value less costs of disposal (FVLCOD) and its value in use (VIU). For the purposes of testing for impairment, E&E assets are tested at the CGU level.

The Company determines VIU and FVLCOD by estimating the future cash flows expected from the CGU, discounted at a rate which reflects the current market assessment of the time value of money and the risks specific to the CGU. FVLCOD is determined as the amount obtainable from the sale of the CGU in an arm’s-length transaction between knowledgeable, willing parties, less the costs of disposal. The Company considers recent transactions for similar assets within the same industry as indicators of fair value.

An impairment loss is recognized when the carrying amount of the CGU exceeds its recoverable amount. Impairment losses for a CGU are allocated first to goodwill allocated to the CGU, if any exists, and then to the other assets of the group pro rata on the basis of the carrying amount of each of the group’s assets. The reductions in carrying amounts are recognized in profit or loss in the period in which they occur.

At the end of each reporting period, the Company assesses whether there is evidence that any impairment loss recognized in prior periods should be reduced because the asset’s expected recoverable amount has increased since the impairment loss was recorded. If circumstances have

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Notes to the Consolidated Financial Statements

As at and for years ended June 30, 2022 and 2021

changed since the recognition of an impairment loss such that the loss has been reduced, the carrying amount of the CGU is increased to the revised estimate of its recoverable amount but never beyond

3. Significant accounting policies (continued):

the previous value, net of depletion and depreciation, if no impairment loss had been recognized for the asset in prior periods.

Financial assets

The Company recognizes loss allowances for expected credit losses" ("ECls") on its financial assets measured at amortized cost. Due to the nature of its financial assets, the Company measures loss allowances at an amount equal to expected lifetime ECLs. Lifetime ECLs are the anticipated ECLs that result from all possible default events over the expected life of a financial asset. ECLs are a probabilityweighted estimate of credit loss and are discounted at the effective interest rate of the related financial asset.

f) Decommissioning provisions

The Company recognizes provisions for legal, contractual or constructive liabilities relating to the dismantling and reclamation of E&E assets and P&E in the period in which the liability is incurred. The amount recognized is the best estimate of the decommissioning cost, discounted to its present value using a risk-free discount rate, and is added to the carrying amount of the related asset and depreciated or depleted on a unit-of-production or straight-line basis, depending on the asset. The decommissioning provision is increased over time, with the accretion recognized as a financing expense. The Company reviews the appropriateness of the provision at the end of each reporting period. Changes in the estimated timing, cost of decommissioning, or discount rate are recognized on a prospective basis with an adjustment to the provision and corresponding adjustment to the related asset. When incurred, the actual costs of decommissioning are charged against the accumulated liability.

g) Leases

The Company assesses whether a contract is a lease based on whether the contract conveys the right to control· the use of an underlying asset for a' period of time in exchange for consideration. The Company allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices.

Leases are recognized as a right-of-use ("ROU") asset and a corresponding lease liability at the date on which the leased asset is available for use by the Company. Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of

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Notes to the Consolidated Financial Statements

As at and for years ended June 30, 2022 and 2021

3. Significant accounting policies (continued):

fixed payments, variable lease payments that are based on an index or a rate, amounts expected to be paid by the lessee under residual value guarantees, the exercise price of purchase options if the lessee is reasonably certain to exercise that option, and payments of penalties for terminating the lease, less any lease incentives receivable. These payments are discounted using the Company's incremental borrowing rate when the rate implicit in the lease is not readily available.

Lease payments are allocated between the liability and finance costs. The finance cost is charged to net income (loss} over the lease term.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in the future lease payments arising from a change in an index or rate, if there is a change in the amount expected to be payable under a residual value guarantee or if there is a change in the assessment of whether the Company, will exercise a purchase, extension or termination option that is within the control of the Company.

When the lease liability is remeasured, a corresponding adjustment is made to the carrying amount of the ROU ass.et or is recorded in net income (loss) if the carrying amount of the ROU asset has been reduced to zero.

The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability and any initial direct costs incurred less any lease payments made at or before the commencement date.

The ROU asset is depreciated, on a straight-line basis, over the shorter of the estimated useful life of the asset or the lease term. The ROU asset may be adjusted for certain remeasurements of the lease liability and impairment losses. Leases that have terms of less than twelve months or leases on which the underlying asset is of low value are recognized as an expense in net income (loss) on a straight-line basis over the lease term.

A lease modification will be accounted for as a separate lease if the modification increases the scope of the lease and if the consideration for the lease increases by an amount commensurate with the stand- alone price for the increase in scope. For a modification that is not a separate lease or where the increase in consideration is not commensurate, at the, effective date of the lease modification, the Company will remeasure the lease liability using the Company's incremental borrowing rate, when the rate implicit to the lease is not readily available, with a corresponding adjustment to the ROU asset. A modification that decreases the scope of the lease will be accounted for by decreasing the carrying amount of the ROU asset, and recognizing a gain or loss in net income (loss) that reflects the proportionate decrease in scope.

The company has no leases as at June 30, 2022 or 2021 as all leases are less than twelve months.

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Notes to the Consolidated Financial Statements

As at and for years ended June 30, 2022 and 2021

3. Significant accounting policies (continued):

h) Income taxes

Current and deferred income tax expense are recognized in earnings except to the extent that it relates to items recognized directly in equity. Current income taxes for current and prior periods are measured at the amount expected to be payable or recoverable from the taxation authorities based on the income tax rates enacted at the end of the period.

Deferred income tax is recognized using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities and the carrying amounts used for taxation purposes. Deferred income tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are recognized for all temporary differences deductible to the extent future recovery is probable. The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable income will be generated to allow for all or part of the asset to be recovered. Deferred income tax balances are calculated using enacted or substantively enacted tax rates. Deferred income tax balances are adjusted to reflect changes in income tax rates that are enacted or substantively enacted with the adjustment being recognized in the period the change occurs, except items recognized in equity.

i) Earnings per share

Basic per share information is calculated based on the weighted average number of common shares outstanding during the year. The diluted weighted average number of shares is adjusted for the dilutive effect of stock options, and common share purchase warrants. Diluted per share amounts are calculated using the treasury method. The treasury method assumes that the proceeds from the exercise of stock options are used to repurchase common shares at the average market price during the year. Anti-dilutive stock options and common share purchase warrants are not included in the calculation.

j) Financial instruments

Financial instruments are measured on initial recognition at fair value, plus, in the case of financial instruments other than those classified as fair value through profit or loss ("FVPL"), directly attributable transaction costs. Financial instruments are recognized when the Company becomes party to the contracts that give rise to them and are classified as amortized cost, FVPL or fair value through other comprehensive income (“FVOCI”), as appropriate. The Company considers whether a contract (other than a financial asset) contains an embedded derivative when the entity first becomes a party to it. The embedded derivatives are separated from the host contract if the host contract is not measured at fair value through profit or loss and when the economic characteristics and risks are not closely related to those of the host contract. Reassessment only occurs if there is a change in the

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Notes to the Consolidated Financial Statements

As at and for years ended June 30, 2022 and 2021

3. Significant accounting policies (continued):

terms of the contract that significantly modifies the cash flows that would otherwise be required. The Company has no financial assets recorded at FVPL and at FVOCI.

Financial Assets at Amortized Cost

A financial asset is measured at amortized cost if it is held within a business model whose objective is to hold assets to collect contractual cash flows and its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding and is not designated as FVPL. Financial assets classified as amortized cost are measured subsequent to initial recognition at amortized cost using the effective interest method. Cash and cash equivalents, including accrued interest, are classified as, and measured at amortized cost.

Investments

The fair value of the Company’s investment in a privately held entity was calculated using a key number of valuation techniques and unobservable inputs, which may include financial analysis of the entity’s financial statements, financial disclosures, non-listed transaction prices, analysis of underlying commodity or sector prices and overall prevailing market and economic conditions.

Financial Liabilities

Financial liabilities are recognized initially at fair value, net of transaction costs. After initial recognition, financial liabilities are subsequently measured at amortized cost using the effective interest method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the amortization process. Accounts payable and accrued liabilities, due to related parties and long term debt, including accrued interest, are classified as and measured at amortized cost.

Determination of Fair Values

The estimated fair value of financial assets and liabilities, by their very nature, are subject to measurement uncertainty. The following describes the grouping of financial instruments:

Level 1 - fair value measurements are those derived from quoted prices (unadjusted) in the active market for identical assets or liabilities.

Level 2 - fair value measurements are those derived from inputs other than quoted prices that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (derived from prices).

Level 3 - fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The carrying values of the Company’s cash, receivables, accounts payable and accrued liabilities and shareholder loan approximated their fair values due to the short-term nature of the instruments. The fair value of the investment is measured using level 3 inputs.

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Notes to the Consolidated Financial Statements

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As at and for years ended June 30, 2022 and 2021

4. Income taxes

The provision for income tax expense (recovery) in the financial statements differs from the result which would have been obtained by applying the combined federal and provincial income tax rate to the Company's loss before income taxes. The difference results from the following items:

a) Deferred income tax recovery

Loss before income taxes Canadian federal-provincial statutory tax rate Computed income tax recovery Non-deductible expenses Changes in the unrecorded benefit of tax pools Deferred income tax recovery	Years ended June 30, 2022 2021 (118,043) (62,735) 23.00% 23.00% (27,150) (14,429) 8,625 - 18,525 14,429 - -

b) Deferred tax assets/(liabilities):

The following table summarizes the components of deferred tax assets (liabilities):

As at June 30,

Deferred tax assets Non-capital losses Deferred tax liabilities PPE Net deferred income tax assets/(liabilities)	2022 2021
	4,276 - (4,276) -
	- -

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Notes to the Consolidated Financial Statements

As at and for years ended June 30, 2022 and 2021

4. Income taxes (continued):

Deferred tax assets result from temporary differences that arise due to the differences between the income tax values and the carrying amount of assets and liabilities. Deferred tax assets have not been recognized for the following deductible temporary differences as it is not probable that future taxable profit will be available against which the Company can utilize the benefits:

Unrecognized temporary differences Share issue costs Non-capital losses	2022 2021
	61,293 16,318 179,927 82,742
	241,220 99,060

As at June 30, 2022, the Company has approximately $197.6 thousand of non-capital losses available for deduction that begin to expire in 2039.

5. Long-term investments

During the year ended June 30, 2022 the Company made an investment in a private entity for $20,000. As at June 30, 2022 it was determined that the carrying value approximated fair value and no gain or loss was recognized.

6. Exploration and evaluation (E&E) assets

Balance, beginning of year Additions Balance, end of year	Years ended June 30, 2022 2021 103,295 66,647 113,654 36,648 216,949 103,295

For the year ending June 30, 2022 $50,000 of the E&E additions (2021 – nil) were acquired through the issuance of 500,000 common shares in the Company at $0.10 per share. The fair value of the transaction was determined indirectly using the fair value of the common shares issued which was determined using the most recent cash issuance share price of $0.10 per share.

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Notes to the Consolidated Financial Statements

As at and for years ended June 30, 2022 and 2021

6. Exploration and evaluation (E&E) assets (continued):

E&E assets consist of the Company’s projects that have yet to be established as technically feasible and commercially viable. Additions represented Resolute’s costs incurred on E&E assets during the periods.

E&E assets are tested for impairment when internal or external indicators of impairment exist as well as upon their eventual reclassification to oil interests in PP&E. At June 30, 2022 the Company conducted an assessment of indicators of impairment for the Company’s E&E assets. In performing the assessment, management determined there were no indicators of impairment.

7. Shareholder Loan

The amounts owing to a shareholder were due on demand, unsecured and non-interest bearing. The amount was fully repaid on May 18, 2022.

8. Share capital

a) Authorized

Unlimited number of Class A common shares, voting Unlimited number of Class B common shares, voting Unlimited number of Class C common shares, non-voting Unlimited number of Class D common shares, non-voting Unlimited number of Class E common shares, non-voting Unlimited number of Class F common shares, rights to be determined Unlimited number of Class G common shares, rights to be determined

b) Issued

Class A common shares	2022 2021
	Number of shares Amount $ Number of shares Amount $
Balance, beginning of year Issuance of shares Share issue costs	17,129,400 391,064 10,034,400 131,563 24,763,800 2,421,380 7,095,000 276,313 - (61,617) - (16,812)
Balance,end ofyear	41,893,200 2,750,827 17,129,400 391,064

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Notes to the Consolidated Financial Statements

As at and for years ended June 30, 2022 and 2021

8. Share capital (continued):

On August 25, 2021 the Company issued 980,000 Class A Common shares at $0.05 per share for gross proceeds of $49,000.

On October 18, 2021 the Company issued 120,000 Class A shares at an issue price of $0.05 per share in exchange for services rendered to an officer of the Company.

On January 7, 2022 the Company issued 8,100,000 Class A Common shares at $0.10 per share for gross proceeds of $810,000. In association with the raise, 375,000 warrants were issued. Each warrant can be exchanged for on Class A Common share for $0.10. The warrants expire on January 7, 2025.

On February 2, 2022 the Company issued 12,550,000 Class A common shares at $0.10 per share for gross proceeds of $1,255,000. In association with that raise 250,000 warrants were issued to acquire on Class A common share for $0.10. These warrants expire on February 2025.

On March 9, 2022, the Company issued 2,513,800 Class A Common shares at $0.10 per share for gross proceeds of $251,380.

On April 29, 2022 the Company issued 500,000 Class A Common shares at $0.10 per share to an Officer in exchange for the acquisition of seismic data.

c) Common share purchase warrants (“Warrants”)

The Company has issued Warrants as finders fees in conjunction with the common share issuances. The warrants were recorded as share issuance costs as at and for the year ended June 30, 2022. The following table summarizes Warrants issued, exercised and expired:

					Number	Exercise Price($)
Outstanding, June	30,	2020	and	2021	-	-
Issued					625,000	0.10
Outstanding, June	30,	2022			625,000	0.10

The warrants expire in 2025.

The fair value of the common share purchase warrants is estimated as at the grant date using the Black-Scholes option pricing model, with the following assumption ranges used for stock options issued:

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Notes to the Consolidated Financial Statements

As at and for years ended June 30, 2022 and 2021

8. Share capital (continued):

e capital (continued):
	Years ended June 30,
Assumptions range:	2022	2021
Risk free interest rate (%)	1.44 -1.72	NA
Expected life (years)	3	NA
Current stock price ($)	0.10	NA
Exercise price ($)	0.10	NA
Expected volatility (%)	75	NA
Fair value($)	0.05	NA

The fair value of the share purchase warrants issued during the year ended June 30, 2022 was $31,250. (June 30, 2021 - $Nil).

d) Stock options

During the year ending June 30, 2022 the Company adopted a stock option plan for directors, employees and service providers. Under the plan, options may be granted to purchase up to 10% of the outstanding shares of Resolute and the maximum term of options granted is five years. The Board of Directors determines the vesting schedule at the time of grant. As at June 30, 2022 the company may grant up to 4,189,320 (2020 – Nil).

The following tables summarize stock options issued and outstanding:

				Exercise Price
			Number	($)
Outstanding, June	30,	2021	-	-
Issued			3,600,000	0.10
Outstanding, June	30,	2022	3,600,000	0.10

	Average
	remaining	Number
Exerciseprice	term(years)	outstanding
$0.10	4.7	3,600,000
Outstanding, June 30, 2022	4.7	3,600,000

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Notes to the Consolidated Financial Statements

As at and for years ended June 30, 2022 and 2021

8. Share capital (continued):

The fair value of stock options is estimated as at the grant date using the Black-Scholes option pricing model, with the following assumption ranges used for stock options issued:

	Years ended June 30,	Years ended June 30,
Assumptions range:	2022	2021
Risk free interest rate (%)	1.44	NA
Expected life (years)	5	NA
Current stock price ($)	0.10	NA
Exercise price ($)	0.10	NA
Expected volatility (%)	75	NA
Fair value($)	0.06	NA

Stock based compensation related to stock options was $37,500 for the year ended June 30, 2022 (June 30, 2021 - $Nil).

e) Per share amounts

For the years ended June 30, 2022 and 2021, options for common shares and common share purchase warrants were excluded from the computation of diluted per share amounts as the Company was in a net loss position for each of those periods.

The loss per common share was determined as follows:

	Year Ended June 30	Year Ended June 30
	2022	2021
Net loss	118,043	62,735
Weighted average shares outstanding (thousands)
Basic and diluted	27,939	13,081
Net lossper share – basic and diluted	-	-

9. Related Parties

During the year ending June 30, 2022 the Company paid $3,600 (2021 - $8,300) in rent expense included in general and administrative expenses to companies with a shared director for the rental use of office space. The amounts were for twelve months use of one office space, and one month use of two and offices. There were no amounts payable at year-end. These were at market rates and recorded at the exchange amount.

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Notes to the Consolidated Financial Statements As at and for years ended June 30, 2022 and 2021

9. Related Parties (continued):

During the year ending June 30, 2021 the Company received $3,000 from a company with a shared director for the twelve month rental use of one office space, which was recorded as a recovery of rental expense and included in general and administrative expenses. These transactions were at market rates and recorded at the exchange amount. There were no amounts owing or outstanding at June 30, 2021.

During the year ending June 30, 2022 the Company received $20,000 in consulting revenue from a Company with a shared director, which was subsequently invested into common shares of the related entity and is presented in the financial statements under long-term investments. These transactions were at market rates and recorded at the exchange amount.

The counterparty for the Proposed Transaction is a related party as Crossover and the Company share a common director.

Key management personnel compensation

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company. The key management personnel compensation before capitalization is comprised of the following:

	2022	2021
Salaries and benefits	18,000	8,750
Stock-based compensation	34,375	-
Total	52,375	8,750

These salaries and benefits were settled in shares of Resolute (see note 7 and 10).

On January 30, 2023, the Company signed an incentive agreement with an officer of the company that pays out an incentive payment based on a percent on gross revenue earned for the first 1.5 million barrels of oil recovered from the Alberta (GFD) project. The incentive payment % is dependent on the cumulative oil production for the first twelve months and ranges from 0.5% to 1.5% of gross revenue. This agreement was amended on June 30, 2023.

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Notes to the Consolidated Financial Statements

As at and for years ended June 30, 2022 and 2021

10. Financial Risk Management

The Company’s activities expose it to a variety of financial risks such as credit risk, liquidity risk and market risk that arise as a result of its exploration and financing activities. This note presents information about the Company’s exposure to each of the above risks, the Company’s objectives, policies and processes for measuring and managing risk and the Company’s management of capital. Further quantitative disclosures are included throughout these financial statements.

The Board of Directors oversees management’s establishment and execution of the Company’s risk management framework. Management has implemented and monitors compliance with risk management policies. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and market conditions.

Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The carrying amount of the Company’s cash, trade and other receivables represents the maximum credit exposure. With respect to trade and other receivables, the Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer.

The Company is currently in the exploration stage and has not commenced sales of sand or product. As a result, the Company does not anticipate any significant credit risk until it enters into production and sales stages.

Liquidity Risk

Liquidity risk relates to the risk that the Company will encounter difficulty in meeting its obligations associated with financial liabilities that are settled by cash as they become due. The Company’s approach to managing liquidity risk is to ensure, as much as possible, that it has sufficient liquidity to meet its short-term and long-term financial obligations when due, under both normal and unusual conditions without incurring acceptable losses or risking harm to the Company’s reputation.

All the Company’s contractual financial liabilities can be settled in cash. Typically, the Company ensures that it has sufficient liquidity to meet expected operational expenses, including the servicing of financial obligations. To achieve this objective the Company prepares expenditure forecasts which are regularly reviewed and updated as necessary. At June 30, 2022 the Company had working capital

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Notes to the Consolidated Financial Statements

As at and for years ended June 30, 2022 and 2021

10. Financial Risk Management (continued):

totaling $2,387,063 (2021 – $210,305). The financial liabilities on the consolidated statement of financial position consist of accounts payable and accrued liabilities which are considered due within one year.

The Company is in the exploration stage and consequently requires additional capital to develop its property (see note 2). Budgets and forecasts are subject to significant judgement and estimates relating to activity levels, future cash flows and the timing thereof and other factors which may or may not be within the control of the Company.

Interest Rate Risk

Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company currently is not exposed to interest rate risk.

Market risk

control market risk exposures within acceptable parameters, while maximizing the Company’s returns. All such transactions are conducted in accordance with the Company’s risk management policy that has been approved by the Board of Directors.

Capital Management

The Company’s policy is to have a capital structure that maintains financial flexibility and sustains the future development of the business. The Company manages its capital structure and makes adjustments relative to changes in economic conditions and the Company’s risk profile. In order to maintain the capital structure, the Company may from time to time issue shares and adjust its capital spending to manage current and projected liabilities. The Company considers its capital structure to include working capital, due to related parties and equity.

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Notes to the Consolidated Financial Statements

As at and for years ended June 30, 2022 and 2021

11. Subsequent events

On July 18, 2022, the Company issued 80,000 Class A Common shares at an issue price of $0.15 per share in exchange for services rendered to an Officer of the Company for the year ended June 30, 2022. The amount of $12,000 was included in accounts payable and accrued liabilities, and general and administrative expenses at June 30, 2022.

On November 09, 2022 the Company issued 70,000 Class A common shares at an issue price of $0.15 per share in exchange for services rendered to an officer of the Company.

On March 21, 2023 the Company entered into an agreement with Research Capital Corporation to act as broker for Resolute’s private-placement offering. The offering is to raise between $4 million and $5 million on a best efforts basis. The broker will be compensated 8% cash commission and 8% compensation options, subject to a reduction for certain orders on a “president’s” list.

On March 21, 2023 the Company issued 25,000 for gross proceeds of $2,500 related to the exercise of stock options.

For the nine month period ended March 31, 2023 the Company recognized a change in the fair value of its long-term investment. It was determined that the carrying amount of the investment exceeds its recoverable amount and a loss of $20,058 was recognized for the period ended March 31, 2023.

On May 23, 2023 the Company signed a lease agreement for office space. The commitment is for minimum of one year with total annual rental payments for the committed period of $16,500.

On July 10, 2023, the Company closed its second and final tranche of its brokered private placement offering (the “Offering”) of subscription receipts of Resolute at a price of $0.25 per subscription receipt for aggregate gross proceeds of $510,000, and 2,040,000 subscription receipts received. The offering constitutes the Concurrent Financing in respect of the proposed transaction described in Note 1.

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Notes to the Consolidated Financial Statements

As at and for years ended June 30, 2022 and 2021

11. Subsequent events (continued):

Subscription Receipt shall be exchanged automatically, for no additional consideration and with no further action on the part of the holder thereof, into one unit of Resolute (a "Unit").

Underlying Shares and the Underlying Warrants, the "Underlying Securities") at an exercise price equal to $0.50 until the date that is 60 months following the date of the RTO Closing (the "RTO Closing Date").

The gross proceeds of the Offering (less 50% of the Agent's Fees (defined below) and expenses of the Agent payable on the closing date of the Offering) (the "Escrowed Funds") are being held by an escrow agent (the "Escrow Agent") pursuant to the terms of a subscription receipt agreement among Resolute, the Agent and the Escrow Agent. The Escrowed Funds (less the remaining 50% of the Agent's Fees and any remaining costs and expenses of the Agent) will be released (together with the interest thereon) to Resolute upon satisfaction of the following escrow release conditions and the Agent receiving a certificate from Resolute prior to the Termination Time (defined below) to the effect that:

(A) the completion, satisfaction or waiver of all conditions precedent to the Proposed Transaction in accordance with the Business Combination Agreement, other than the release of the Escrowed Funds, to the satisfaction of the Agent;

(B) the receipt of all required shareholder and regulatory approvals, including, without limitation, the conditional approval of the TSXV for the listing of the Resulting Issuer Shares on the TSXV and the Proposed Transaction;

(C) the Resulting Issuer securities issued in exchange for the Underlying Securities not being subject to any statutory or other hold period in Canada;

(D) the representations and warranties of Resolute contained in the agency agreement entered into in connection with the Offering being true and accurate in all material respects, as if made on and as of the escrow release date; and

(E) Resolute and the Agent having delivered a joint notice and direction to the Escrow Agent, confirming that the conditions set forth in (A) to (D) above have been met or waived (together from (A) to (E), the "Escrow Release Conditions").

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Notes to the Consolidated Financial Statements As at and for years ended June 30, 2022 and 2021

11. Subsequent events (continued):

If the Proposed Transaction is not completed, all of the issued and outstanding Subscription Receipts shall be cancelled and the Escrowed Funds shall be used to pay holders of the Subscription Receipts an amount equal to the Issue Price to all of the Subscriptions Receipts held by them (plus pro-rata share of interest). If the Escrowed Funds are not sufficient to satisfy the aggregate Issue Price paid for the then issued and outstanding Subscription Receipts, it is the Company’s responsibility to contribute such amounts as are necessary to satisfy any such shortfall.

In connection with the Offering, the Agent received an aggregate cash fee in the amount of $72,200 (the "Agent's Fee") and an advisory fee in the amount of $120,000 (the "Agent's Advisory Fee"), subject to a reduction for certain orders on a "President's List". The agent also incurred $99,514 of expenses which were paid upon closing. On closing of the Offering, the Agent received 50% of the Agent's Fee and 50% of the Agent's Advisory Fee, with the balance forming part of the Escrowed Funds. In addition, Resolute issued to the Agent 288,800 compensation options (the "Compensation Options") and 486,832 advisory compensation options ("Advisory Compensation Options"). Each Compensation Option and Advisory Compensation Option shall be exercisable to acquire one Unit for a period of 24 months following the RTO Closing Date at the Offering Price. Upon the completion of the Proposed Transaction, the Compensation Options will be exchanged for compensation options of the Resulting Issuer on economically equivalent terms.

Page 26

Unaudited Interim Condensed Consolidated Financial Statements

RESOLUTE RESOURCES LTD.

For the period ended March 31, 2023

RESOLUTE RESOURCES LTD.

Interim Condensed Consolidated Statements of Financial Position

Stated in Canadian dollars (unaudited)

		As at	As at
		March 31,	June 30,
	Note	2023	2022
Assets
Current:
Cash		$ 1,385,398	$ 2,362,925
Prepaid expenses		15,061	67,651
GST receivable		17,227	6,695
		1,417,686	2,437,271
Long-term investment	3	–	20,058
Exploration and evaluation assets	5	983,659	216,949
Total assets		$ 2,401,345	$2,674,278
Liabilities
Current:
Accounts payable and accrued liabilities		$ 156,397	$ 50,208
Shareholders’ Equity
Share capital	6	2,779,048	2,750,827
Warrants	6	31,250	31,250
Contributed surplus		114,113	37,500
Deficit		(679,463)	(195,507)
Total shareholders’ equity		2,244,948	2,624,070
Total liabilities and shareholders’ equity		$ 2,401,345	$2,674,278

Going concern (note 2) Subsequent events (notes 8 and 9)

See accompanying notes to the unaudited interim condensed consolidated financial statements .

RESOLUTE RESOURCES LTD.

Interim Condensed Consolidated Statements of Loss and Comprehensive Loss

Stated in Canadian dollars (unaudited)

Note	Three months ended March 31, 2023 2022	Nine months ended March 31,
		2023 2022
Expenses: General and administrative Stock based compensation 6 Impairment of long-term investment 3 Total expenses Loss from operations Interest and other income 4	$ 291,664 $ 10,010 23,584 9,375 – –	$ 427,121 $ 36,336 79,834 9,375 20,058 –
	315,24819,385 315,248 19,385 (14,926) –	527,013 45,711 527,013 45,711 (43,057) (20,000)
Net loss and comprehensive loss	$ 300,322 $19,385	$ 483,956 $ 25,711

Net loss per common share Basic and diluted 6	$0.01 -	$0.01 -

See accompanying notes to the unaudited interim condensed consolidated financial statements .

RESOLUTE RESOURCES LTD.

Interim Condensed Consolidated Statements of Changes in Equity

Stated in Canadian dollars (unaudited)

										Total
		Share			Contributed				shareholders’
	Note	Capital		Warrants		surplus		Deficit		equity
Balance at July 1, 2021		$ 391,064	$	–	$	–	$	(77,464)	$	313,600
Net loss and comprehensive loss		–		–		–		(25,711)		(25,711)
Common shares issued	6	2,340,131		–		–		–		2,340,131
Warrants issued	6	–		31,250		–		–		31,250
Share issue costs		(27,425)		–		–		–		(27,425)
Stock based compensation	6	–		–		9,375		–		9,375
Balance at March 31, 2022		$2,703,770	$	31,250	$	9,375	$	(103,175)	$	2,641,220
Balance at July 1, 2022		$2,750,827	$	31,250	$	37,500	$	(195,507)	$	2,624,070
Net loss and comprehensive loss		–		–		–		(483,956)		(483,956)
Common shares issued	6	22,500		–		–		–		22,500
Stock options exercised	6	5,721		–		(3,221)		–		2,500
Stock based compensation		–		–		79,834		–		79,834
Balance at March 31, 2023		$2,779,048	$	31,250	$	114,113	$	(679,463)	$	2,244,948

See accompanying notes to the unaudited interim condensed consolidated financial statements .

RESOLUTE RESOURCES LTD.

Interim Condensed Consolidated Statements of Cash Flows

Stated in Canadian dollars (unaudited)

Note	Three months ended March 31, 2023 2022	Nine months ended March 31,
		2023 2022
Cash provided by (used in): Operating Activities: Net loss Items not affecting cash: Stock based compensation Impairment of long-term investment 3 General and administrative 6 Change in non-cash working capital: Prepaid expenses GST receivable Accounts payable and accrued liabilities Cash provided by (used) in operating activities Investing Activities: Long-term investments 3 Exploration and evaluation asset expenditures 5 Cash used in investing activities Financing Activities: Issue of common shares and warrants, net of issue costs Cash provided by financing activities Increase (decrease) in cash during the period Cash, beginning of period	$ (300,322) $ (19,385) 23,584 9,375 – – – – 28,145 – (13,757) (2,073) 105,984 3,541	$ (483,956) $ (25,711) 79,834 9,375 20,058 – 10,500 6,000 52,590 – (10,532) 1,178 118,189 9,478
	(156,366)(8,542) – – (375,358) (10,745)	(213,317)320 – (20,058) (766,710) (52,337)
	(375,358) (10,745) 2,5002,288,955	(766,710) (72,395) 2,500 2,337,956
	2,500 2,288,955 (529,224) 2,269,668 1,914,622 228,243	2,500 2,337,956 (977,527) 2,265,881 2,362,925 232,030
Cash, end ofperiod	$1,385,398 $2,497,911	$1,385,398 $2,497,911

See accompanying notes to the unaudited interim condensed consolidated financial statements .

RESOLUTE RESOURCES LTD.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

For the three and nine months ended March 31, 2023 and 2022

Stated in Canadian dollars (unaudited)

1. Reporting entity and description of the business:

Resolute Resources Ltd. (“ Resolute ” or the “ Company ”) was incorporated under the Business Corporations Act (Alberta) on June 05, 2019. The Company is engaged in the exploration for, development, and production, of oil and natural gas in Western Canada. Substantially all of its activities and assets are focused in Alberta and Northeast British Columbia. The mailing address for the Company is: #100, 111 5[th] AVE SW Suite 204, Calgary, AB T2P 3Y6. The principal place of business for the Company is: 3300, 205 5[th] AVE SW, Calgary AB, T2P 2V7.

2. Basis of presentation:

(a) Basis of presentation and statement of compliance:

These financial statements have been prepared in accordance with the requirements of International Accounting Standard ("IAS") 34, Interim Financial Reporting. These Financial Statements do not include all information required for annual financial statements and should be read in conjunction with the audited annual financial statements of the Company as at and for the year ended June 30, 2022.

The accounting policies, basis of measurement, critical accounting judgments and significant estimates to prepare the audited annual financial statements as at and for the year ended June 30, 2022 have been applied in the preparation of these financial statements.

These condensed interim financial statements have been prepared on a historical cost basis. These financial statements are presented in Canadian dollars, which is the functional currency of the Company.

(b) Approval of financial statements:

These financial statements were approved by the Board of Directors on August 9, 2023.

RESOLUTE RESOURCES LTD.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

For the three and nine months ended March 31, 2023 and 2022

Stated in Canadian dollars (unaudited)

2. Basis of presentation (continued):

(c) Principles of consolidation:

(d) Going concern:

As at March 31, 2023, the Company had working capital totaling $1,261,289 (June 30, 2022 - $2,387,063). For the nine months ended March 31, 2023, the Company incurred a net loss of $483,956 (2022 - $25,711), and used cash in operations of $213,317 (2022 – cash generated of $320).

As a result of these conditions there is a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern.

RESOLUTE RESOURCES LTD.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

For the three and nine months ended March 31, 2023 and 2022

Stated in Canadian dollars (unaudited)

2. Basis of presentation (continued):

(e) Use of estimates and judgements:

The preparation of consolidated financial statements inconformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the period. These estimates are reviewed periodically and, as adjustments become necessary, are reported in the period in which they become known. By their nature, these estimates and related future cash flows are subject to measurement uncertainty, and the impact on future consolidated financial statements could be material. A full list of the key sources of estimation uncertainty can be found in the Company’s annual financial statements for the year ended June 30, 2022.

There have been no significant changes to the use of estimates, judgements or assumptions since the June 30, 2022 financial statements, as detailed in note 2 of the audited consolidated financial statements for the year ended June 30, 2022.

(f) Operating environment:

The COVID-19 pandemic had a significant negative impact on global economic conditions in 2020 which included a large decrease in oil demand which combined with other macroeconomic conditions resulted in significant volatility of commodity prices as well as increased economic uncertainty.

Although we have now seen an economic recovery post the commodity price collapse of 2020, with a more positive outlook on commodity prices and general market and industry conditions, since Russia's invasion of Ukraine in early 2022, there have now been emerging global concerns over oil and natural gas supply which have resulted in high benchmark commodity prices and inflationary pressures on governments, businesses and communities.

Due to the uncertainty surrounding the magnitude, duration and potential outcomes of the above noted factors, the Company is unable, at this time, to predict its long-term impact on its operations, liquidity, financial condition and results, but the impact may be material.

(g) Financial instruments and financial risk management:

The Company’s financial instruments consist of cash, accounts receivable and accounts payable and accrued liabilities. The carrying values of cash, accounts receivable and accounts payable and accrued liabilities approximate their fair values due to the short-term maturities of those instruments.

RESOLUTE RESOURCES LTD.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

For the three and nine months ended March 31, 2023 and 2022

Stated in Canadian dollars (unaudited)

3. Long-term investment:

The Company has an investment in a private entity. For the nine month period ended March 31, 2023 the Company recognized a loss of $20,058.

4. Interest and other income:

Interest and other income for the three and nine months ended March 31, 2023 relates to cash held on deposit with a Canadian financial institution. Other income for the nine months ended March 31, 2022 relates to consulting revenue from a Company with a shared director (see note 8).

5. Exploration and evaluation (E&E) assets:

Cost($)		Total
Balance at July 1, 2021	$	103,295
Additions		113,654
Balance at June 30, 2022		216,949
Additions		766,710
Balance at March 31, 2023	$	983,659

Exploration and evaluation assets (“E&E assets”) consist of the Company’s exploration projects which are pending the determination of proved and/or probable reserves. Costs consist manly of undeveloped land and geophysical evaluation costs.

On April 29, 2022, $50,000 of the E&E additions were acquired through the issuance of 500,000 common shares in the Company at $0.10 per share. The fair value of the transaction was determined indirectly using the fair value of the common shares issued which was determined using the most recent cash issuance share price of $0.10 per share.

RESOLUTE RESOURCES LTD.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

For the three and nine months ended March 31, 2023 and 2022

Stated in Canadian dollars (unaudited)

6. Share capital:

(a) Authorized:

Unlimited number of Class F common shares, rights to be determined

Unlimited number of Class G common shares, rights to be determined

(b) Issued:

As at March 31, 2023 and June 30, 2022, the Company had the following common shares issued and outstanding:

			Share
Class A Common shares	Number		capital
			$
Balance, June 30, 2021	17,129,400	$	391,064
Issued,net of share issue costs	24,763,800		2,359,763
Balance, June 30, 2022	41,893,200		2,750,827
Exercise of stock options	25,000		5,721
Issued,net of share issue costs	150,000		22,500
Outstanding, March 31, 2023	42,068,200	$	2,779,048

On August 25, 2021 the Company issued 980,000 Class A Common shares at $0.05 per share for gross proceeds of $49,000.

On October 18, 2021 the Company issued 120,000 Class A shares at an issue price of $0.05 per share in exchange for services rendered to an officer of the Company.

RESOLUTE RESOURCES LTD.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

For the three and nine months ended March 31, 2023 and 2022

Stated in Canadian dollars (unaudited)

6. Share capital (continued):

On March 9, 2022, the Company issued 2,513,800 Class A Common shares at $0.10 per share for gross proceeds of $251,380.

On April 29, 2022 the Company issued 500,000 Class A Common shares at $0.10 per share to an Officer in exchange for the acquisition of seismic data.

On July 18, 2022 the Company issued 80,000 Class A common shares at an issue price of $0.15 per share to settle a June 30, 2022 accounts payable balance of $12,000.

On November 9, 2022 the Company issued 70,000 Class A common shares at an issue price of $0.15 per share in exchange for services rendered to an officer of the Company. The $10,500 amount is recorded in general and administrative expenses.

On March 21, 2023 the Company issued 25,000 common shares for gross proceeds of $2,500 related to the exercise of stock options. Contributed surplus related to the exercise of the stock options of $3,221 was reclassed to share capital.

The Company has issued Warrants as finder fees in conjunction with the common share issuances. The warrants were recorded as share issuance costs as at and for the year ended June 30, 2022. The following table summarizes Warrants issued, exercised and expired:

	Number	Exercise	price
			$
Outstanding, June 30, 2021	–	$	–
Issued	625,000		0.10
Outstanding, June 30, 2022 and March 31, 2023	625,000	$	0.10

The warrants were issued in the three months ended March 31, 2022.

375,000 warrants expire January 7, 2025 and 250,000 warrants expire February 2, 2025.

RESOLUTE RESOURCES LTD.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

For the three and nine months ended March 31, 2023 and 2022

Stated in Canadian dollars (unaudited)

6. Share capital (continued):

(c) Common share purchase warrants (“Warrants”) (continued):

The fair value of the common share purchase warrants of $31,250 was estimated at the grant date using the Black-Scholes option pricing model, with the following assumption ranges used:

Assumptions range
Risk free interest rate (%)	1.44 – 1.72
Expected life (years)	3
Current stock price ($)	0.10
Exercise price ($)	0.10
Expected volatility (%)	75
Fair value($)	0.05

(d) Stock options:

During the year ended June 30, 2022 the Company adopted a stock option plan for directors, employees and service providers. Under the plan, options may be granted to purchase up to 10% of the outstanding shares of Resolute and the maximum term of options granted is five years. The Board of Directors determines the vesting schedule at the time of grant. The outstanding options vest as to one-quarter each on the first, second and third anniversary dates of the date of grant. As at March 31, 2023 the Company may grant up to 4,206,820 options (June 30, 2022 – 4,189,320).

The following tables summarize stock options issued and outstanding:

	Number	Exerciseprice
		$
Outstanding, June 30, 2021	–	–
Issued	3,600,000	0.10
Outstanding,June 30,2022	3,600,000	0.10
Forfeit	(75,000)	0.10
Exercised	(25,000)	0.10
Outstanding, March 31, 2023	3,500,000	0.10

RESOLUTE RESOURCES LTD.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

For the three and nine months ended March 31, 2023 and 2022

Stated in Canadian dollars (unaudited)

6. Share capital (continued):

(d) Stock options (continued):

	Average
	Remaining	Number
Exerciseprice	term(years)	outstanding
$0.10	4.0	3,500,000
Outstanding, March 31, 2023	4.0	3,500,000

As at March 31, 2023, 875,000 options are exercisable (2022- nil).

The fair value of stock options is estimated as at the grant date using the Black-Scholes option pricing model, with the following assumption ranges used for stock options issued:

	February 24,
Assumption range	2022
Risk free interest rate (%)	1.44
Expected life (years)	5.0
Stock price ($)	0.10
Exercise price ($)	0.10
Expected volatility (%)	75
Fair value($)	0.06

Stock based compensation related to stock options in the three and nine months ended March 31, 2023, was $23,584 and $79,834 (three and nine months ended March 31, 2022 - $9,375).

(e) Per share amounts

For the three and nine months ended March 31, 2023 and 2022, options for common shares and common share purchase warrants were excluded from the computation of diluted per share amounts as the Company was in a net loss position for each of those periods.

RESOLUTE RESOURCES LTD.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

For the three and nine months ended March 31, 2023 and 2022

Stated in Canadian dollars (unaudited)

6. Share capital (continued):

(d) Per share amounts (continued):

The loss per common share was determined as follows:

	Three Months	Nine Months
	Ended Mar 31	Ended Mar 31
	2023 2022	2023 2022
Net loss	$300,322 $19,385	$483,956 $25,711
Weighted average shares outstanding (thousands)
Basic and diluted	42,046 34,520	42,005 23,356
Net lossper share – basic and diluted	$0.01 -	$0.01-

7. Financial risk management:

(a) Credit risk:

(b) Liquidity risk:

RESOLUTE RESOURCES LTD.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

For the three and nine months ended March 31, 2023 and 2022

Stated in Canadian dollars (unaudited)

7. Financial risk management (continued):

(b) Liquidity risk (continued):

All the Company’s contractual financial liabilities can be settled in cash. Typically, the Company ensures that it has sufficient liquidity to meet expected operational expenses, including the servicing of financial obligations. At March 31, 2023 the Company had working capital totaling $1,261,289 (June 30, 2022 – $2,387,063). The financial liabilities on the consolidated statement of financial position consist of accounts payable and accrued liabilities which are considered due within one year.

Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company currently is not exposed to significant interest rate risk.

(d) Market risk:

Market risk is the risk that changes in market prices, such as commodity prices for crude oil and natural gas as well as costs of electricity consumption, foreign exchange rates and interest rates will affect the Company’s valuation of financial instruments, the debt levels of the Company, as well as its income and cash flow from operations. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while maximizing the Company’s returns. All such transactions are conducted in accordance with the Company’s risk management policy that has been approved by the Board of Directors.

(e) Capital management

RESOLUTE RESOURCES LTD.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

For the three and nine months ended March 31, 2023 and 2022

Stated in Canadian dollars (unaudited)

8. Related parties:

During the three and nine months ended March 31, 2023, the Company paid $1,000 and $2,500 respectively (2022 - $nil and $3,100) in rent expense included in general and administrative expenses to companies with a shared director for the rental use of office space. These were at market rates and recorded at the exchange amount.

During the nine months ending March 31, 2022 the Company received $20,000 in consulting revenue from a Company with a shared director, which was subsequently invested into common shares of the related entity and presented in the financial statements under long-term investments. These transactions were at market rates and recorded at the exchange amount.

The counterparty for the Proposed Transaction is a related party as Crossover and the Company share a common director.

9. Subsequent events:

On May 23, 2023 the Company signed a lease agreement for office space. The commitment is for minimum of one year with total annual rental payments for the committed period of $16,500.

Immediately prior to the closing of the Proposed Transaction (the "RTO Closing"), and provided the Escrow Release Conditions (defined below) are satisfied or waived (to the extent waiver is permitted), each one Subscription Receipt shall be exchanged automatically, for no additional consideration and with no further action on the part of the holder thereof, into one unit of Resolute (a "Unit").

RESOLUTE RESOURCES LTD.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

For the three and nine months ended March 31, 2023 and 2022

Stated in Canadian dollars (unaudited)

9. Subsequent events (continued):

Each Unit will consist of one Resolute Share (each an "Underlying Share") and one-half of one common share purchase warrant of Resolute (each whole warrant, an "Underlying Warrant"). Each Underlying Warrant will entitle the holder to purchase one Resolute Share (a "Warrant Share", and together with the Underlying Shares and the Underlying Warrants, the "Underlying Securities") at an exercise price equal to $0.50 until the date that is 60 months following the date of the RTO Closing (the "RTO Closing Date").

The gross proceeds of the Offering (less 50% of the Agent's Fees (defined below) and expenses of the Agent payable on the closing date of the Offering) (the "Escrowed Funds") are being held by an escrow agent (the "Escrow Agent") pursuant to the terms of a subscription receipt agreement among Resolute, the Agent and the Escrow Agent. The Escrowed Funds (less the remaining 50% of the Agent's Fees and any remaining costs and expenses of the Agent) will be released (together with the interest thereon) to Resolute upon satisfaction of the following escrow release conditions and the Agent receiving a certificate from Resolute prior to the Termination Time (defined below) to the effect that:

(C) the Resulting Issuer securities issued in exchange for the Underlying Securities not being subject to any statutory or other hold period in Canada;

If the Proposed Transaction is not completed, all of the issued and outstanding Subscription Receipts shall be cancelled and the Escrowed Funds shall be used to pay holders of the Subscription Receipts an amount equal to the Issue Price to all of the Subscriptions Receipts held by them (plus pro-rata share of interest). If the Escrowed Funds are not sufficient to satisfy the aggregate Issue Price paid for the then issued and outstanding Subscription Receipts, it is the Company’s responsibility to contribute such amounts as are necessary to satisfy any such shortfall.

RESOLUTE RESOURCES LTD.

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

For the three and nine months ended March 31, 2023 and 2022

Stated in Canadian dollars (unaudited)

9. Subsequent events (continued):

In connection with the Offering, the Agent received an aggregate cash fee in the amount of $72,200 (the "Agent's Fee") and an advisory fee in the amount of $120,000 (the "Agent's Advisory Fee"), subject to a reduction for certain orders on a "President's List". The agent also incurred $99,514 of expenses. On closing of the Offering, the Agent received 50% of the Agent's Fee and 50% of the Agent's Advisory Fee, with the balance forming part of the Escrowed Funds. In addition, Resolute issued to the Agent 288,800 compensation options (the "Compensation Options") and 486,832 advisory compensation options ("Advisory Compensation Options"). Each Compensation Option and Advisory Compensation Option shall be exercisable to acquire one Unit for a period of 24 months following the RTO Closing Date at the Offering Price. Upon the completion of the Proposed Transaction, the Compensation Options will be exchanged for compensation options of the Resulting Issuer on economically equivalent terms.

APPENDIX 4 – RESOLUTE MD&A

RESOLUTE RESOURCES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED JUNE 30, 2022 AND 2021

This Management's Discussion and Analysis ("MD&A") of Resolute Resources Ltd. ("Resolute" or the “ Company") dated August 9, 2023 should be read in conjunction the audited consolidated financial statements and related notes as at and for the years ended June 30, 2022 and 2021.

Description of the Company

Resolute Resources Ltd. is an oil and gas exploration, development and production company based in Calgary, Alberta, Canada. Resolute conducts its operations in the provinces of Alberta and British Columbia.

	Three months ended	June 30,	Year ended June	Year ended June	30,
SELECTED ANNUAL INFORMATION	2022	2021	2022	2021	2020
*Financial($, except per share amounts)***
Total revenue	-	-	-	-	-
Cash used in operating activities	(113,566)	(4,479)	(119,246)	(32,373)	(4,427)
Per share - basic and diluted	0.00	0.00	0.00	0.00	0.00
Adjusted funds flow(1)	(58,206)	(27,426)	(74,543)	(53,985)	(3,380)
Per share - basic and diluted	0.00	0.00	0.00	0.00	0.00
Net loss	92,331	(32,426)	118,043	62,735	14,724
Per share - basic and diluted	0.00	0.00	0.00	0.00	0.00
Exploration & evaluation expenditures	61,318	1,000	113,354	36,648	66,647
Total assets	2,674,278	338,830	2,674,278	338,830	118,073
Working capital	2,387,063	210,305	2,387,063	210,305	50,187
Total long term liabilities	-	-	-	-	-
Dividends	-	-	-	-	-
Common shares outstanding (millions)	41.7	15.0	41.9	17.1	10.0
Weighted average_(millions)_	41.9	17.1	27.9	13.1	4.9

(1) Adjusted funds flow represents cash from operating activities prior to changes in non-cash working capital.

Operations review

Resolute is an exploration stage oil and gas company. Resolute has projects in NW Alberta and NE British Columbia, where the company is exploring shallow Cretaceous sandstone reservoirs that can be exploited with Multi-Lateral Open Hole wells. Resolute has accumulated approximately 30,000 acres in its Grimshaw, Flood & Duncan (“GFD”) light oil project in NW Alberta and approximately 10,000 acres at its Evie project in NE BC. Resolute is pursuing projects with the potential for high economic returns that are high in Environmental Social and Governance metrics and result in lower emission oil and low water use due to no hydraulic fracturing.

As at June 30, 2022 Resolute had working capital of $2.4 million. Resolute plans to drill its first exploration well in NW Alberta in the summer of 2023.

Carbon Reduction Activities

Resolute intends to be the first carbon neutral oil exploration company, from spud to sale. As part of this initiative, Resolute has signed a letter of intent with a third party (Karbon-X), to offset all emissions being created from drilling, construction, and extraction activities on our first two exploration wells to be drilled on the Resolute Grimshaw Gething exploration project. Karbon-X will calculate the emissions that are created from the operational activities using data supplied by Resolute to enact an offsetting program using verified emission reductions and will retire the verified emission reductions in Resolute’s name. Secondly, Karbon-X will review operational practices or processes with management from Resolute to identify any potential carbon reduction procedures that can be implemented, safely and effectively to further offset and reduce any emissions associated with Resolute’s exploration program.

RESOLUTE RESOURCES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED JUNE 30, 2022 AND 2021

	Three months	ended June 30,	Year ended	June 30,
General and administrative($)	2022	2021	2022	2021
General and administrative	56,386	26,427	102,097	55,815

Gross general and administrative costs increased in the three months and year ended June 30, 2022 compared to the comparative periods due to the additional costs associated with the ramping up of the corporate operating activities. The primary components of general and administrative expense are insurance, professional fees, wages and software fees.

Interest and other income ($)	Three months ended June 30,	Three months ended June 30,	Year ended June 30,	Year ended June 30,
	2022	2021	2022	2021
Interest and other income	1,554	-	21,554	-

Interest and other income increased in the three months and year ended as compared to the corresponding period due to interest earned on cash held in deposit. During the year ended June 30, 2022 the Company received $20,000 in consulting revenue from a Company with a shared director, which was subsequently invested into common shares of the related entity and is presented in the financial statements under longterm investments. These transactions were at market rates and recorded at the exchange amount.

Share based compensation	Three months ended	June 30,		Year ended June 30,
*($)*	2022	2021		2022	2021
Share based compensation	28,125		-	37,500		-

Share based compensation expense increased for the three months and year ended June 30, 2022 compared to the corresponding periods as stock options were granted for the first time in February of 2022.

Income taxes

The Company did not record a deferred income tax provision for the three months and year ended June 30, 2022, or for the corresponding period. Deferred tax assets created during the period were not recognized due to the uncertainty whether the assets will be realized from future taxable earnings. The Company is not currently taxable and therefore there is no current tax expense.

Net loss	Three months	Three months	ended	June 30,		Year ended June 30,	Year ended June 30,
*($)*		2022		2021		2022		2021
Net loss		92,331		32,426		118,043		62,735
Net loss per share	$	0.00	$	0.00	$	0.00	$	0.00

Decommissioning obligations

Decommissioning obligations result from the net ownership interest in oil and natural gas assets including well sites, gathering systems and processing facilities. As the Company has not yet started operations, there has been no decommissioning obligation recognized.

RESOLUTE RESOURCES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEAR ENDING JUNE 30, 2022

Exploration & Evaluation Expenditures

The following table summarizes the exploration and evaluation expenditures during the period. The majority of these expenditures relate to land acquisition and seismic related to our Grimshaw properties and our Evie project in Northeast BC.

	Three months	ended June 30,	Year ended June 30,	Year ended June 30,
*($)*	2022	2021	2022	2021
Land acquisition and rentals	10,000	500	46,879	14,546
Geological andgeophysical	51,318	500	66,775	22,102
Net capital expenditures	61,318	1,000	113,654	36,648

Future oil and natural gas production as well as reserve additions are dependent on successful exploitation of the Company's existing asset base. To the extent Resolute is successful or unsuccessful in these activities, adjusted funds flow will be impacted. In addition, the Company's future adjusted funds flow depends on a number of factors, including commodity prices, sales volumes, production expenses, transportation expenses and royalties.

Long-term Investments

During the year ended June 30, 2022 the Company received $20,000 in consulting revenue from a Company with a shared director, which was subsequently invested into common shares of the related entity and is presented in the financial statements under longterm investments. These transactions were at market rates and recorded at the exchange amount.

Shareholders’ Equity

As at June 30, 2022, Resolute had 41,893,200 common shares outstanding. In addition, Resolute has 3,600,000 common share options outstanding as at December 31, 2022 with an average exercise price of $0.10 per common share. Resolute also has 625,000 common share purchase warrants outstanding at an exercise price of $0.10.

As of the effective date of this MD&A, Resolute had 42,068,200 common shares outstanding. In addition, Resolute has 3,500,000 common share options outstanding with an average exercise price of $0.10 per common share. Resolute also has 625,000 common share purchase warrants outstanding at an exercise price of $0.10.

RESOLUTE RESOURCES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEAR ENDING JUNE 30, 2022

Summary of quarterly results

($, except per share amounts) (Unaudited)

	Jun 30	Mar 31	Dec 31	Sep 30
Quarter ended	2022	2022	2021	2021
Cash provided by (used in) operating activities	(113,566)	(14,542)	(11,482)	20,344
Per share - basic and diluted	0.00	0.00	0.00	0.00
Adjusted funds flow(1)	(58,206)	(16,011)	(7,007)	6,681
Per share - basic and diluted	0.00	0.00	0.00	0.00
Net income (loss)	(92,331)	(19,386)	(13,007)	6,681
Per share - basic and diluted	0.00	0.00	0.00	0.00
Exploration and evaluation expenditures	61,318	10,745	33,063	8,529
Total assets	2,674,278	2,675,927	393,442	404,670
Working capital	2,387,063	2,465,530	197,330	237,458
Shareholders’ equity	2,624,070	2,641,219	356,275	369,282

	Jun 30	Mar 31	Dec 31	Sep 30
Quarter ended	2021	2021	2020	2020
Cash used in operating activities	(4,479)	(18,406)	(2,823)	(6,665)
Per share - basic and diluted	0.00	0.00	0.00	0.00
Adjusted funds flow(1)	(27,426)	(17,002)	(2,067)	(7,490)
Per share - basic and diluted	0.00	0.00	0.00	0.00
Net income (loss)	(32,426)	(17,002)	(2,067)	(11,240)
Per share - basic and diluted	0.00	0.00	0.00	0.00
Exploration and evaluation expenditures	1,000	478	27,970	7,200
Total assets	338,830	236,661	171,335	173,726
Working capital	210,305	132,731	67,960	99,879
Shareholders’ equity	313,600	235,026	169,778	171,844

(1) Adjusted funds flow represents cash from operating activities prior to changes in non-cash working capital.

Over the past eight quarters, Resolute’ s Net income (Loss) remained relatively stable reflecting the Company’s moderate level of pre-operating activity. Exceptions include Q1 of 2021 where the results included consulting revenue of $20,000 to a related party and the increase in net loss in the most recent quarter which represents the increase related to the ramping up of corporate operating activities.

Capital expenditures largely represent the ongoing activities of the Company to acquire land, seismic data, and other preparatory work related to our upcoming drilling program.

The increase in total assets and shareholder’s equity during the past eight quarters are largely do to the issue of share capital that took place in Q3 of 2022.

RESOLUTE RESOURCES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEAR ENDING JUNE 30, 2022

Contractual Obligations and Commitments

Resolute has contractual obligations in the normal course of operations including operating agreements, land lease rental obligations, and employee agreements. These obligations are of a recurring, consistent nature and impact Resolute’s cash flows in an ongoing manner.

Off Balance Sheet Arrangements

Resolute has not entered into any off-balance sheet transactions.

Changes in Accounting Policies

As of the effective date, there are no changes in accounting policies.

Liquidity, Capital Resources and Going Concern

Resolute’s major source of liquidity has been the issuance of equity capital. The Company obtains equity capital financings from private placement offerings of shares and share purchase warrants. The Company conducts private placement equity financings from time-to-time based on cash flow needs and subject to investor interest.

As a result of these conditions there is a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern.

Subsequent Events

On November 09, 2022 the Company issued 70,000 Class A common shares at an issue price of $0.15 per share in exchange for services rendered to an officer of the Company.

On March 21, 2023 the Company entered into an agreement with Research Capital Corporation to act as broker for Resolute’ s private-placement offering. The offering is to raise between $4 million and $5 million on a best efforts basis. The broker will be compensated 8% cash commission and 8% compensation options, subject to a reduction for certain orders on a “president’s” list.

On March 21, 2023 the Company issued 25,000 for gross proceeds of $2,500 related to the exercise of stock options.

On May 23, 2023 the Company signed a lease agreement for office space. The commitment is for minimum of one year with total annual rental payments for the committed period of $16,500.

RESOLUTE RESOURCES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEAR ENDING JUNE 30, 2022

Subsequent Events (continued):

The gross proceeds of the Offering (less 50% of the Agent's Fees (defined below) and expenses of the Agent payable on the closing date of the Offering) (the "Escrowed Funds") are being held by an escrow agent (the "Escrow Agent") pursuant to the terms of a subscription receipt agreement among Resolute, the Agent and the Escrow Agent. The Escrowed Funds (less the remaining 50% of the Agent's Fees and any remaining costs and expenses of the Agent) will be released (together with the interest thereon) to Resolute upon satisfaction of the following escrow release conditions and the Agent receiving a certificate from Resolute prior to the Termination Time (defined below) to the effect that:

(C) the Resulting Issuer securities issued in exchange for the Underlying Securities not being subject to any statutory or other hold period in Canada;

If the Proposed Transaction is not completed, all of the issued and outstanding Subscription Receipts shall be cancelled and the Escrowed Funds shall be used to pay holders of the Subscription Receipts an amount equal to the Issue Price to all of the Subscriptions Receipts held by them (plus pro-rata share of interest). If the Escrowed Funds are not sufficient to satisfy the aggregate Issue Price paid for the then issued and outstanding Subscription Receipts, it is the Company’s responsibility to contribute such amounts as are necessary to satisfy any such shortfall.

In connection with the Offering, the Agent received an aggregate cash fee in the amount of $72,200 (the "Agent's Fee") and an advisory fee in the amount of $120,000 (the "Agent's Advisory Fee"), subject to a reduction for certain orders on a "President's List". The agent also incurred $99,514 of expenses. On closing of the Offering, the Agent received 50% of the Agent's Fee and 50% of the Agent's Advisory Fee, with the balance forming part of the Escrowed Funds. In addition, Resolute issued to the Agent 288,800 compensation options (the "Compensation Options") and 486,832 advisory compensation options ("Advisory Compensation Options"). Each Compensation Option and Advisory Compensation Option shall be exercisable to acquire one Unit for a period of 24 months following the RTO Closing Date at the Offering Price. Upon the completion of the Proposed Transaction, the Compensation Options will be exchanged for compensation options of the Resulting Issuer on economically equivalent terms.

RESOLUTE RESOURCES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEAR ENDING JUNE 30, 2022

Subsequent Events (continued):

On November 09, 2022 the Company issued 70,000 Class A common shares at an issue price of $0.15 per share in exchange for services rendered to an officer of the Company.

On January 5, 2023 the Company has entered into a letter of intent with Crossover Acquisitions Inc (“Crossover”), a capital pool company as defined under TSX venture Exchange the “Exchange”, whereby Crossover and Resolute will complete an arrangement, amalgamation, share exchange or similar transaction to ultimately form the resulting issuer that will continue on the business of Resolute. The intent is that the Transaction will constitute a Qualifying Transaction as such term is defined in the policies of the Exchange, and following the completion of the Transaction, Resolute intends to list as a Tier 2 Oil and Gas Issuer on the Exchange. There is no guarantee that the transaction will be completed as contemplated.

On March 21, 2023 the Company entered into an agreement with Research Capital Corporation to act as broker for Resolute’ s private-placement offering. The offering is to raise between $4 million and $5 million on a best efforts basis. The broker will be compensated 8% cash commission and 8% compensation options, subject to a reduction for certain orders on a “president’s” list. On March 21, 2023 the Company issued 25,000 for gross proceeds of $2,500 related to the exercise of stock options.

Related Party Transactions

During the year ended June 30, 2022 the Company paid $3,600 (2021 - $8,300) in rent expense included in general and administrative expenses to companies with a shared director for the rental use of office space. The amounts were for twelve months use of one office space, and one month use of two and offices. There were no amounts payable at year-end. These were at market rates and recorded at the exchange amount.

During the year ended June 30, 2021 the Company received $3,000 from a company with a shared director for the twelve month rental use of one office space, which was recorded as a recovery of rental expense and included in general and administrative expenses. These transactions were at market rates and recorded at the exchange amount. There were no amounts owing or outstanding at June 30, 2021.

The counterparty for the Proposed Transaction is a related party as Crossover and the Company share a common director.

Critical accounting estimates

The preparation of financial statements in accordance with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Accordingly, actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

RESOLUTE RESOURCES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEAR ENDING JUNE 30, 2022

Critical accounting estimates (continued):

As explained earlier, the Company is in the exploration stage, however, when the Company begins active operations, the following critical judgements will be used in the preparation of the financial statements:

Reserve Estimates
Determination of impairment of non-financial assets;
Determination of liquidity via budgets and forecasts;
Determination of exploration and evaluation assets;
Determination of decommissioning provisions
Determination of Income taxes
Determination of share-based compensation

Accounting Standards and Pronouncements

A summary of significant accounting policies can be found in Note 3 to the annual consolidated financial statements for the year ended June 30, 2022.

Future Accounting Pronouncements

Resolute plans to adopt the following amendments to accounting standards, issued by the IASB, that are effective for annual periods beginning on or after January 1, 2023. The pronouncements will be adopted on their respective effective dates; however, each is not expected to have a material impact on the Financial Statements.

Amendments to IAS 12 Income Taxes

In May 2021, the IASB issued amendments to IAS 12 Income Taxes, which require entities to recognize deferred tax on transactions that, on initial recognition, give rise to equal amounts of taxable and deductible temporary differences. This will be effective on January 1, 2023.

IFRS 17 Insurance Contracts

In May 2017, the IASB issued the new insurance contracts standard IFRS 17 Insurance Contracts, introducing a single measurement model based on a current fulfillment value and revenue recognition principle to reflect services provided. This will be effective on January 1, 2023.

Amendments to IAS 1 Presentation of Financial Statements

In January 2020, the IASB issued amendments to IAS 1 Presentation of Financial Statements ("IAS 1"), to clarify its requirements for the presentation of liabilities as current or non-current in the statement of financial position. This will be effective on January 1, 2024.

In October 2022, the IASB issued amendments to IAS 1, which specify the classification and disclosure of a liability with covenants. This will be effective on January 1, 2024.

Business environment and risk

Resolute faces business risks, both known and unknown, with respect to its oil and gas exploration, development, and production activities that could cause actual results or events to differ materially from those forecasts. Most of these risks (financial, operational or regulatory) are not within the Company’s control. While the following sections discuss some of these risks, they should not be construed as exhaustive.

RESOLUTE RESOURCES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEAR ENDING JUNE 30, 2022

Continued Volatility in Commodity and Petroleum Products Prices

Resolute’s financial performance will be significantly dependent on the prevailing prices of crude oil, refined products and natural gas. Crude oil prices are impacted by a number of factors, including, but not limited to: global and regional supply and demand; global economic conditions including factors impacting global trade and disruption of trade routes; the actions of OPEC and other non-OPEC oil exporting nations, including, but not limited to, compliance or non-compliance with production quotas agreed upon by OPEC members or decisions by OPEC not to impose production quotas on its members; development, adoption, pricing and availability of alternate sources of energy; actions of domestic and foreign governments, regulatory bodies and quasi-regulatory bodies that may impact commodity prices; enforcement of environmental or emissions regulations; public sentiment towards the use of fossil fuels, including crude oil; political stability and social conditions in oil-producing countries; outbreak of war, including Russia’s military invasion of Ukraine; market access constraints and transportation interruptions (pipeline, marine or rail); outbreak or continuation of a pandemic; terrorist threats; technological developments; the occurrence of natural disasters; and weather conditions.

Since the second half of 2021, the crude oil market has responded positively as the OPEC+ alliance unwinds cuts as part of the output recovery scheme in conjunction with a gradual global economic recovery from the COVID-19 pandemic; however, the potential for volatility in crude oil demand and supply remains. Recent surges of COVID-19 cases in China have resulted in strict policies and lockdowns in major Chinese cities intended to contain the spread of COVID-19. These policies have negatively impacted financial markets on a global scale, and continue to put further strain on global supply chains.

While the recovery in oil demand as a result of the easing of COVID-19 restrictions, combined with a prudent supply policy implemented by the OPEC+ alliance, has resulted in crude oil prices recovering to prepandemic levels, the extent and duration of this recovery remains uncertain. These difficulties have been exacerbated in Canada by political and other actions resulting in uncertainty surrounding regulatory, tax, royalty changes and environmental regulation. In addition, the difficulties encountered by midstream proponents to obtain the necessary approvals on a timely basis to build pipelines, liquefied natural gas plants and other facilities to provide better access to markets for the oil and natural gas industry in western Canada has led to additional downward price pressure on oil and natural gas produced in western Canada. The overall impact of these market conditions and the potential for decreased confidence in the Canadian crude oil and natural gas industry could materially and adversely affect Resolute’s business, prospects, financial condition, results of operations and cash flows.

During the six months ended December 31, 2022, demand for oil and natural gas continued to increase as the global economy continued to recover from the novel strain of the coronavirus (“COVID-19”) pandemic. Energy prices strengthened to multiyear highs due to elevated uncertainty of global oil and natural gas supply after Russia's invasion of Ukraine, in addition to restricted oil and gas investment globally. While the Company can benefit from the improvement in commodity prices, there is a degree of uncertainty related to COVID-19 and geopolitical events that may impact the future financial performance of the Company.

Inflation Risk

The general rate of inflation in Canada and many other countries saw a significant increase during 2021 and into the fourth calendar quarter of 2022, with some regions experiencing multi-decade highs. These increases reflect imbalances between supply and demand recoveries from the pandemic. The underlying factors include, but are not limited to, global supply chain disruptions, shipping bottlenecks, labor market constraints, geopolitical instability, and side effects from monetary and fiscal expansions. The global economic recovery remains uncertain. Prices for services and materials continue to evolve in response to fast-changing commodity markets, industry activities, supply chain dynamics, and government policies impacting operating and capital costs. Resolute closely monitors market trends and works to mitigate cost impacts in all price environments through efficient project management practices, and general productivity improvements. The global economic recovery and rising inflationary trends are widely expected to result in rising interest rates. The ongoing invasion of Ukraine is another factor that could influence inflation or other parts of the Canadian and global economy. The last 12 months saw the Bank of Canada rabidly increase its policy rate from 0.25% in March 2022 to the current level of 4.5%, bringing higher prime rates and other lending rates along with it.

RESOLUTE RESOURCES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEAR ENDING JUNE 30, 2022

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s approach to managing liquidity risk is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company.

In light of the current volatility in oil and gas prices and uncertainty regarding the timing for recovery in such prices as well as pipeline and transportation capacity constraints, management’s ability to prepare financial forecasts is challenging. The economic climate may lead to adverse changes in cash flow, working capital levels or debt balances, which may also have a direct impact on the Company’s liquidity and ability to generate profits in the future.

As at June 30, 2022, the Company had working capital totaling $2,387,063 (2021 - $210,305). For the year ended June 30, 2022, the Company incurred a net loss of $118,043 (2021 - $62,735), and had cash used in operations of $107,246 (2021 – 32,373).

Environmental and Climate Change Risk

As a result of growing international concern in respect of climate change, Resolute has seen a significant increase in focus on the transition to alternative, lower-carbon energy sources. Governments, financial institutions, insurance companies, environmental and governance organizations, institutional investors, social and environmental activists, and individuals, are increasingly seeking to develop and implement, among other things, regulatory and policy changes, changes in investment strategies and habits, and a restructuring of energy consumption profiles, which, individually and collectively are intended to or have the effect of accelerating the transition to less carbon-intensive energy sources and the reduction in global consumption of fossil fuels. Overall, Resolute is not able to estimate at this time the degree to which climate change related consumer behaviour, regulatory, climatic conditions, and climate-related transition risks could impact the Company’s business, financial condition and results of operations. Climate change may have actual or perceived adverse impacts on the Company’s operations, business, and financial results, including an increase in the frequency of extreme climatic conditions. Weather and climate affect demand for crude oil and gas, and therefore, the predictability of weather and climate affects the Company’s ability to accurately forecast supply and demand. In addition, the Company’s operations, including exploration, production and construction operations, and the operations of major customers, suppliers and service providers, can be affected by acute and chronic physical climate risks, such as floods, forest fires, earthquakes, hurricanes, landslides, mudslides, and other extreme weather events, natural disasters or long-term shifts in weather patterns. This may result in cessation or diminishment of production, delay of exploration and development activities or delay in executing the Company’s capital expenditure plans, which may require the Company to adopt increased or additional mitigation requirements. Growing concerns over climate change have also led to an increase in climate

and environment-centric disputes and litigation in various jurisdictions, including at a Federal and Provincial level, alleging various claims and registering complaints, including that energy producers contribute to climate change, that such entities are not reasonably managing business risks associated with climate change, and that such entities have not adequately disclosed business risks of climate change. While many such climate change related actions are in preliminary stages of litigation, and in some cases raise novel or untested issues and causes of action, the risk that legal, societal, scientific and political developments will increase the likelihood of successful climate change related litigation against energy producers remains uncertain. The outcome and ramifications of any such litigation is uncertain and may materially impact the Company’s business, financial condition or results of operations. The Company may also be subject to negative or damaging publicity associated with such matters, which may adversely affect the public sentiment and the Company’s reputation, regardless of whether the Company is ultimately found responsible for claims alleged. We may be required to incur significant expenses or devote significant resources in defense against any such litigation.

RESOLUTE RESOURCES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEAR ENDING JUNE 30, 2022

Financial Risks

Financial risks include commodity pricing, exchange and interest rates and volatile markets. Commodity price fluctuations result from market forces completely out of the Company’s control and can significantly affect the Company’s financial results. In addition, fluctuations between the Canadian dollar and the US dollar can also have a significant impact. Expenses are all incurred in Canadian dollars while oil, and to some extent natural gas, prices are based on reference prices denominated in US dollars.

Operational Risks

Oil and natural gas operations involve many risks that even a combination of experience, knowledge and careful evaluation may not be able to overcome. The long-term commercial success of Resolute depends on its ability to find, acquire, develop and commercially produce oil and natural gas reserves. Without the continual addition of new reserves, existing reserves and their subsequent production will decline over time as they are exploited. The discovery of reserves by Resolute will depend not only on its ability to explore and develop any properties it may have, but also on its ability to select and acquire suitable producing properties or prospects. No assurance can be given that any commercial quantities of oil and natural gas will be discovered or acquired by Resolute. Resolute endeavors to mitigate these risks by, among other things, ensuring that its employees are highly qualified and motivated. Prior to initiating capital projects, the Resolute technical team completes an economic analysis, which attempts to reflect the risks involved in successfully completing the project. In an effort to mitigate the risk of not finding new reserves, or of finding reserves that are not economically viable, Resolute utilizes various technical tools, such as 2D and 3D seismic data, rock sample analysis and the latest drilling and completions technology. Insurance is in place to protect against major asset destruction or business interruptions, and includes, but is not limited to, events such as well blow-outs or pollution. In addition, Resolute cultivates relationships with its suppliers in an effort to ensure good service regardless of the prevailing cycle of oil and gas activity.

The decision to produce reserves is made based on the amount of capital required, production practices and reservoir quality. Resolute evaluates reservoir development based on the timing, amount of additional capital required and the expected change in production values. Finding and development costs are controlled when capital is employed in a cost-effective manner.

Regulatory Risks

Regulatory risks include the possibility of changes to royalty, tax, environmental, safety, and public disclosure and reporting legislation. Resolute endeavors to anticipate the costs related to compliance and budget sensibly for them. Changes to environmental and safety legislation may also cause delays to Resolute’s drilling plans, its production efficiencies and may adversely affect its future earnings. The Company’s exploration and production activities emit greenhouse gases“("GHG") which may require Resolute to comply with federal and/or provincial GHG emissions legislation. Climate change policy is evolving at regional, national and international levels, and political and economic events may significantly affect the scope and timing of climate change measures that are ultimately put in place to prevent climate change or mitigate its effects. The direct or indirect costs of compliance with GHG-related regulations may have a material adverse effect on Resolute’s business, financial condition, results of operations and prospects. Restrictive new legislation is a risk the Company cannot control.

The The International Sustainability Standards Board (“ISSB”) is expected to develop globally consistent, comparable and reliable standards for disclosing and reporting ESG and climate-related metrics. On March 31, 2022, the ISSB issued exposure drafts IFRS S1 “General Requirements for Disclosure of Sustainability-related Financial Information” and IFRS S2 “Climate related Disclosures” and the exposure drafts are open for comment until July 29, 2022. IFRS S1 “sets out the overall requirements for disclosing sustainability-related financial

information in order to provide primary users with a complete set of sustainability related financial disclosures.” IFRS S2 “sets out the requirements for identifying, measuring and disclosing climate related risks and opportunities as part of an entity’s general purpose financial reporting.” The exposure drafts do not currently disclose an effective date for the application of any future sustainability standards and accordingly, the Company is not able at this time to determine the impact on future financial statements or the cost of adopting any future standards that may result from these exposure drafts. In addition, the Canadian Securities Administrators have issued a proposed NI 51-107 Disclosure of Climate-related Matters. The cost to implement and comply with these standards, and others, that may be developed or evolved over time, has not yet been quantified.

RESOLUTE RESOURCES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEAR ENDING JUNE 30, 2022

Forward-Looking Statements

In the interest of providing Resolute’s shareholders and potential investors with information regarding the Company, including management’s assessment of the future plans and operations of Resolute, certain statements contained in this MD&A constitute forward-looking statements or information (collectively forward-looking statements) within the meaning of applicable securities legislation. Forward-looking statements are typically identified by words such as anticipate, continue, estimate, expect, forecast, may, will, project, could, plan, intend, should, believe, outlook, potential, target and similar words suggesting future events or future performance. In particular, but without limiting the foregoing, this document contains forward-looking statements pertaining to the following: the Company’s 2023 drilling program, carbon reduction initiatives,; future oil and natural gas prices; future operational activities; and plans for continued growth in the Company’s production, reserves and cash flow;. In addition, statements relating to "reserves" are deemed to be forward-looking statements as they involve the implied assessment, based on certain estimates and assumptions, that the reserves described exist in the quantities predicted or estimated and can be profitably produced in the future.

With respect to forward-looking statements contained in this MD&A, the Company has made assumptions regarding, among other things: future capital expenditure levels; future oil and natural gas prices and differentials between light, medium and heavy oil prices; results from operations including future oil and natural gas production levels; future exchange rates and interest rates; Resolute’s ability to obtain equipment in a timely manner to carry out development activities; Resolute’s ability to market its oil and natural gas successfully to current and new customers; the impact of increasing competition; Resolute’s ability to obtain financing on acceptable terms; the effects of COVID-19 on Resolute's operations (including those affecting its partners and service providers); and Resolute’s ability to add production and reserves through our development and exploitation activities.

Although Resolute believes that the expectations reflected in the forward-looking statements contained in this MD&A, and the assumptions on which such forward-looking statements are made, are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking statements included in this MD&A, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause Resolute’s actual performance and financial results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, the following: volatility in market prices for oil and natural gas; general economic conditions in Canada, the U.S. and globally; and the other factors described herein. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking statements contained in this MD&A speak only as of the date of this document. Except as expressly required by applicable securities laws, Resolute does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this MD&A are expressly qualified by this cautionary statement.

RESOLUTE RESOURCES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE YEAR ENDING JUNE 30, 2022

Non-IFRS financial measures

The terms "adjusted funds flow", "adjusted funds flow per share", used in this MD&A are not recognized measures under IFRS and do not have standardized meaning, under IFRS or applicable securities legislation. As these non-IFRS measures are commonly used in the oil and gas industry, the Company believes that their inclusion is useful to shareholders. The reader is cautioned that these amounts may not be directly comparable to the calculation of similar measures by other entities.

Adjusted funds flow represents cash from operating activities prior to changes in non-cash working capital as detailed below:

	Three months ended	June 30,	Year ended	June 30,
*($)*	2022	2021	2022	2021
Cash used in operating activities	(113,566)	(4,479)	(119,246)	(32,373)
Decommissioning expenditures	-	-	-	-
Change in non-cash workingcapital	55,360	22,947	44,703	(21,612)
Adjusted funds flow	(58,206)	(27,426)	(74,543)	(53,985)

Adjusted funds flow per share is calculated based on the weighted average number of common shares outstanding consistent with the calculation of net income (loss) per share.

RESOLUTE RESOURCES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2023

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This Management's Discussion and Analysis ("MD&A") of Resolute Resources Ltd. ("Resolute" or the “Company") dated August 9, 2023 should be read in conjunction with the Company's unaudited condensed interim financial statements as at and for the three and nine months ended March 31, 2023 and the audited financial statements as at and for the year ended June 30, 2022.

Description of the Company

Proposed Transaction

On January 5, 2023 the Company has entered into a letter of intent with Crossover Acquisitions Inc. (“Crossover”), a capital pool company as defined under TSX venture Exchange (the “Exchange”), whereby Crossover and Resolute plan to complete an arrangement, amalgamation, share exchange or similar transaction to ultimately form the resulting issuer that will continue on the business of Resolute (the “Proposed Transaction”). The intent is that the Transaction will constitute a Qualifying Transaction as such term is defined in the policies of the Exchange, and following the completion of the Transaction, Resolute intends to list as a Tier 2 Oil and Gas Issuer on the Exchange. The closing of the proposed transaction is conditional upon several additional factors, including: the shareholder approval of both the Company and Crossover, successful completion of a concurrent financing (refer to Subsequent Events disclosure) and final approval of the TSX Venture exchange. There is no guarantee that this transaction will be completed as contemplated.

HIGHLIGHTS (Unaudited)	Three months ended	Mar 31,	Nine months ended	Mar 31,
	2023	2022	2023	2022
Cash provided by (used in) operating
activities	(156,366)	(8,542)	(213,317)	320
Per share – basic and diluted	0.00	0.00	0.01	0.00
Adjusted funds flow(1)	(276,738)	(10,010)	(373,564)	(10,336)
Per share – basic and diluted	(0.01)	0.00	0.00	0.00
Net loss	300,322	19,385	483,956	25,711
Per share – basic and diluted	0.01	0.00	0.01	0.00
Exploration & evaluation expenditures	375,358	10,745	766,710	52,337
Total assets	2,401,345	236,661	2,401,345	236,661
Working capital	1,261,289	132,731	1,261,289	132,731
Common shares
Outstanding_(millions)_	42.1	41.4	42.1	41.4
Weighted average_(millions)_	42.0	34.5	42.0	23.5

(1) Non IFRS Financial Measure: adjusted funds flow represents cash from operating activities prior to changes in non-cash working capital.

RESOLUTE RESOURCES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2023

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Operations review

Resolute is an exploration stage oil and gas company. Resolute has projects in north western (NW) Alberta and north eastern (NE) British Columbia, where the Company is exploring shallow Cretaceous sandstone reservoirs that can be exploited with multi-lateral open hole wells. Resolute has accumulated approximately 35,000 acres in its Grimshaw, Flood & Duncan (“GFD”) light oil project in NW Alberta and approximately 10,000 acres at its Evie project in NE BC. Resolute is pursuing projects with potential for high economic returns that are high in Environmental Social and Governance (ESG) metrics and result in lower emission oil, and low water use due to no hydraulic fracturing.

At March 31, 2023 Resolute had working capital of approximately $1.3 million. Contingent on the completion of the Proposed Transaction, Resolute plans to commence drilling its first exploration well in NW Alberta in the summer of 2023.

Carbon Reduction Activities

Resolute intends to be the first carbon neutral oil exploration company, from spud to sale. As part of this initiative, Resolute is working with a third party Karbon-X Corp. (“Karbon-X”), to offset all emissions being created from drilling, construction, and extraction activities on our first two exploration wells to be drilled on the Resolute Grimshaw Gething exploration project. Karbon-X will calculate the emissions that are created from the operational activities using data supplied by Resolute to enact an offsetting program using verified emission reductions and will retire the verified emission reductions in Resolute’s name. Secondly, Karbon-X will review operational practices or processes with management from Resolute to identify any potential carbon reduction procedures that can be implemented, safely and effectively to further offset and reduce any emissions associated with Resolute’s exploration program.

General and administrative ($)

General and administrative ($)
	Three months ended	Mar 31,	Nine months ended	Mar 31,
	2023	2022	2023	2022
General and administrative	291,664	10,010	427,121	36,336

Gross general and administrative costs increased in the three and nine months ended March 31, 2023 compared to the comparative periods due to the additional costs associated with the ramping up of the corporate operating activities. Costs increased in the three months ended March 31, 2023 due to legal and accounting related to the Proposed Transaction. The primary components of general and administrative expense are insurance, professional fees, wages and software fees.

Interest and other income ($)

Interest and other income ($)
	Three months ended Mar 31,		Nine months ended	Mar 31,
	2023	2022	2023	2022
Interest and other income	14,926	-	43,057	20,000

RESOLUTE RESOURCES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2023

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Interest and other income increased in the three and nine months ended March 31, 2023 as compared to the corresponding periods due to interest earned on cash held in deposit. During the nine months ended March 31, 2022 the Company received $20,000 in consulting revenue from a Company with a shared director.

Share based compensation ($)

Share based compensation ($)
	Three months ended	Mar 31,	Nine months ended Mar 31,
	2023	2022	2023	2022
Share based compensation	23,584	9,375	79,834	9,375

Share based compensation expense increased for the three and nine months ended March 31, 2023 compared to the corresponding periods as stock options were granted for the first time in February of 2022.

Write-down of long-term investment

Income taxes

The Company did not record a deferred income tax provision for the three or nine months ended March 31, 2023, or for the corresponding period. Deferred tax assets created during the period were not recognized due to the uncertainty whether the assets will be realized from future taxable earnings. The Company is not currently taxable and therefore there is no current tax expense.

Net loss ($)

Net loss ($)
	Three months ended	Mar 31,	Nine months ended	Mar 31,
	2023	2022	2023	2022
Net loss	300,322	19,385	483,956	25,711
Net lossper share – basic and diluted	0.01	0.00	0.01	0.00

Net loss has increased in the three and nine months ended March 31, 2023 compared to the comparative periods due to the additional costs associated with the ramping up of the corporate operating activities. Costs increased in the three months ended March 31, 2023 due to legal and accounting related to the Proposed Transaction.

RESOLUTE RESOURCES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2023

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Exploration & Evaluation Expenditures ($)

Exploration & Evaluation Expenditures ($)
	Three months ended	Mar 31,	Nine months ended	Mar 31,
	2023	2022	2023	2022
Land acquisition, rentals and site preparation	187,463	(343)	574,566	36,879
Seismic acquisition and interpretation	-	-	4,250	-
Geological andgeophysical	187,895	11,088	187,894	15,458
Net capital expenditures	375,358	10,745	766,710	52,337

The Company incurred $375,358 and $766,710 in exploration & evaluation expenditures during the three and nine months ended March 31, 2023 respectively. The majority of these expenditures related to land acquisition and seismic related to the Grimshaw properties.

Future oil and natural gas production as well as reserve additions are dependent on successful exploitation of the Company's existing asset base. To the extent Resolute is successful or unsuccessful in these activities, adjusted funds flow may be impacted. In addition, and assuming the Company is successful in generating oil and gas revenues the Company's future adjusted funds flow will depend on a number of factors, including commodity prices, sales volumes, production expenses, transportation expenses and royalties.

Decommissioning obligations

Shareholders’ Equity

As at March 31, 2023, Resolute had 42,068,200 common shares outstanding. In addition, Resolute has 3,500,000 common share options outstanding as at March 31, 2023 with an average exercise price of $0.10 per common share. Resolute also has 625,000 common share purchase warrants outstanding at an exercise price of $0.10.

On March 21, 2023 the Company issued 25,000 common shares for gross proceeds of $2,500 related to the exercise of stock options.

As of August 9, 2023 Resolute had 42,068,200 common shares outstanding. In addition, Resolute has 3,500,000 common share options outstanding with an average exercise price of $0.10 per common share. Resolute also has 625,000 common share purchase warrants outstanding at an exercise price of $0.10.

RESOLUTE RESOURCES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2023

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Summary of quarterly results

($, except per share amounts) (Unaudited)

	Mar 31	Dec31	Sept 30	June 30
Quarter ended	2023	2022	2022	2022
Cash (used in) operating activities
	(156,366)	(31,043)	(25,908)	(113,566)
Per share – basic and diluted	0.00	0.00	0.00	0.00
Adjusted funds flow(1)	(276,738)	(31,600)	(65,226)	(58,206)
Per share – basic and diluted	(0.01)	0.00	0.00	0.00
Net income (loss)	(300,322)	(90,282)	(93,352)	(92,331)
Per share – basic and diluted	(0.01)	0.00	0.00	0.00
Exploration & evaluation expenditures	375,358	230,036	161,316	11,317
Total assets	2,401,345	2,659,599	2,647,990	2,674,278
Working capital	1,261,289	1,910,887	2,172,523	2,387,063
Shareholders’ equity	2,244,948	2,519,188	2,580,846	2,624,070
	Mar 31	Dec31	Sept 30	June 30
Quarter ended	2022	2021	2021	2021
Cash (used in) operating activities
	(8,542)	(11,482)	20,344	(4,479)
Per share – basic and diluted	0.00	0.00	0.00	0.00
Adjusted funds flow(1)	(10,010)	(7,007)	6,682	(27,426)
Per share – basic and diluted	0.00	0.00	0.00	0.00
Net income (loss)	(19,385)	(13,007)	6,682	(32,426)
Per share – basic and diluted	0.00	0.00	0.00	0.00
Exploration & evaluation expenditures	10,745	33,063	8,529	1,000
Total assets	2,675 927	393,442	404,670	338,830
Working capital	2,465,530	197,330	237,458	210,305
Shareholders’ equity	2,641,219	356,275	369,282	313,600

1) Non IFRS Measure: adjusted funds flow represents cash from operating activities prior to changes in non-cash working capital.

For the seven quarters ending December 31, 2022, Resolute’ s net income (loss) remained relatively stable reflecting the Company’s exploration stage of operations. Exceptions include Q1 of 2021 where the results included consulting revenue of $20,000 to a related party and in the most recent quarter which represents the increase in pre-operating activities related to the Proposed Transaction.

Capital expenditures largely represent the ongoing activities of the Company to acquire land, seismic data,

RESOLUTE RESOURCES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2023

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and other preparatory work related to our upcoming drilling program. Capital expenditures in the last two quarters are related to land purchases for our Grimshaw Properties in NW Alberta.

The increase in total assets and shareholder’s equity during the past eight quarters are largely due to the issue of share capital that took place in Q3 of 2022.

Contractual Obligations and Commitments

Off Balance Sheet Arrangements

Resolute has not entered into any off-balance sheet transactions.

Changes in Accounting Policies

As of the effective date, there are no changes in accounting policies.

Liquidity, Capital Resources and Going Concern

As at March 31, 2023, the Company had working capital totaling $1,261,289 (June 30, 2022 - $2,387,063).

As a result of these conditions there is a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern.

RESOLUTE RESOURCES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2023

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Subsequent Events

On May 23, 2023 the Company signed a lease agreement for office space. The commitment is for minimum of one year with rental payments for the committed period of $16,500.

On June 6, 2023, the Company closed its first tranche of its brokered private placement offering (the “Offering”) of subscription receipts of Resolute at a price of $0.25 per subscription receipt for aggregate gross proceeds of $4,000,200, and 16,000,800 subscription receipts received. The offering constitutes the Concurrent Financing in respect of the Proposed Transaction. The closing of the Proposed Transaction is conditional upon several additional factors, including: the shareholder approval by both the Company and Crossover, and final approval by the TSX Venture exchange.

The gross proceeds of the Offering (less 50% of the Agent's Fees (defined below) and expenses of the Agent payable on the closing date of the Offering) (the "Escrowed Funds") are being held by an escrow agent (the "Escrow Agent") pursuant to the terms of a subscription receipt agreement among Resolute, the Agent and the Escrow Agent. The Escrowed Funds (less the remaining 50% of the Agent's Fees and any remaining costs and expenses of the Agent) will be released (together with the interest thereon) to Resolute upon satisfaction of the following escrow release conditions and the Agent receiving a certificate from Resolute prior to the Termination Time (defined below) to the effect that:

RESOLUTE RESOURCES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2023

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(C) the Resulting Issuer securities issued in exchange for the Underlying Securities not being subject to any statutory or other hold period in Canada;

If the Proposed Transaction is not completed, all of the issued and outstanding Subscription Receipts shall be cancelled and the Escrowed Funds shall be used to pay holders of the Subscription Receipts an amount equal to the Issue Price to all of the Subscriptions Receipts held by them (plus pro-rata share of interest). If the Escrowed Funds are not sufficient to satisfy the aggregate Issue Price paid for the then issued and outstanding Subscription Receipts, it is the Company’s responsibility to contribute such amounts as are necessary to satisfy any such shortfall.

In connection with the Offering, the Agent received an aggregate cash fee in the amount of $72,200 (the "Agent's Fee") and an advisory fee in the amount of $120,000 (the "Agent's Advisory Fee"), subject to a reduction for certain orders on a "President's List". The agent also incurred $99,514 of expenses. On closing of the Offering, the Agent received 50% of the Agent's Fee and 50% of the Agent's Advisory Fee, with the balance forming part of the Escrowed Funds. In addition, Resolute issued to the Agent 288,800 compensation options (the "Compensation Options") and 486,832 advisory compensation options ("Advisory Compensation Options"). Each Compensation Option and Advisory Compensation Option shall be exercisable to acquire one Unit for a period of 24 months following the RTO Closing Date at the Offering Price. Upon the completion of the Proposed Transaction, the Compensation Options will be exchanged for compensation options of the Resulting Issuer on economically equivalent terms.

RESOLUTE RESOURCES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2023

________________

Related Parties

During the three and nine month period ending March 31, 2023, the Company paid $1,000 and $2,500 respectively (2022 -$nil and $3,100) in rent expense included in general and administrative expenses to companies with a shared director for the rental use of office space. These were at market rates and recorded at the exchange amount.

During the nine months ending March 31, 2022 the Company received $20,000 in consulting revenue from a Company with a shared director, which was subsequently invested into common shares of the related entity and is presented in the financial statements under long-term investments. These transactions were at market rates and recorded at the exchange amount.

The counterparty for the proposed transaction is a related party as Crossover and the Company share a common director.

Critical accounting estimates

Reserve Estimates:

Determination of impairment of non-financial assets;
Determination of liquidity via budgets and forecasts;
Determination of exploration and evaluation assets;

RESOLUTE RESOURCES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2023

________________

Determination of decommissioning provisions
Determination of Income taxes
Determination of share-based compensation

Accounting Standards and Pronouncements

A summary of significant accounting policies can be found in Note 3 to the annual consolidated financial statements for the year ended June 30, 2022.

Future Accounting Pronouncements

Amendments to IAS 12 Income Taxes

IFRS 17 Insurance Contracts

Amendments to IAS 1 Presentation of Financial Statements

In October 2022, the IASB issued amendments to IAS 1, which specify the classification and disclosure of a liability with covenants. This will be effective on January 1, 2024.

Business environment and risk

RESOLUTE RESOURCES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2023

________________

those forecasts. Most of these risks (financial, operational or regulatory) are not within the Company’s control. While the following sections discuss some of these risks, they should not be construed as exhaustive.

Continued Volatility in Commodity and Petroleum Products Prices

During the nine months ended March 31, 2023, demand for oil and natural gas continued to increase as the

RESOLUTE RESOURCES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2023

________________

global economy continued to recover from the novel strain of the coronavirus (“COVID-19”) pandemic. Energy prices strengthened to multiyear highs due to elevated uncertainty of global oil and natural gas supply after Russia's invasion of Ukraine, in addition to restricted oil and gas investment globally. While the Company can benefit from the improvement in commodity prices, there is a degree of uncertainty related to COVID-19 and geopolitical events that may impact the future financial performance of the Company.

Inflation Risk

Resolute closely monitors market trends and works to mitigate cost impacts in all price environments through efficient project management practices, and general productivity improvements. The global economic recovery and rising inflationary trends are widely expected to result in rising interest rates. The ongoing invasion of Ukraine is another factor that could influence inflation or other parts of the Canadian and global economy. The last 12 months saw the Bank of Canada rabidly increase its policy rate from 0.25% in March 2022 to the current level of 4.75%, bringing higher prime rates and other lending rates along with it.

Liquidity Risk

As at March 31, 2023, the Company had working capital totaling $1,261,289 (June 30, 2022 - $2,387,063). For the nine month period ending March 31, 2023, the Company incurred a net loss of $483,956 (2022 -

RESOLUTE RESOURCES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2023

________________

$25,711, and had cash used in operations of $213,317 (2022 – cash generated $320).

Environmental and Climate Change Risk

As a result of growing international concern in respect of climate change, Resolute has seen a significant increase in focus on the transition to alternative, lower-carbon energy sources. Governments, financial institutions, insurance companies, environmental and governance organizations, institutional investors, social and environmental activists, and individuals, are increasingly seeking to develop and implement, among other things, regulatory and policy changes, changes in investment strategies and habits, and a restructuring of energy consumption profiles, which, individually and collectively are intended to or have the effect of accelerating the transition to less carbon-intensive energy sources and the reduction in global consumption of fossil fuels. Overall, Resolute is not able to estimate at this time the degree to which climate change related consumer behaviour, regulatory, climatic conditions, and climate-related transition risks could impact the Company’s business, financial condition and results of operations. Climate change may have actual or perceived adverse impacts on the Company’s operations, business, and financial results, including an increase in the frequency of extreme climatic conditions. Weather and climate affect demand for crude oil and gas, and therefore, the predictability of weather and climate affects the Company’s ability to accurately forecast supply and demand. In addition, the Company’s operations, including exploration, production and construction operations, and the operations of major customers, suppliers and service providers, can be affected by acute and chronic physical climate risks, such as floods, forest fires, earthquakes, hurricanes, landslides, mudslides, and other extreme weather events, natural disasters or longterm shifts in weather patterns. This may result in cessation or diminishment of production, delay of exploration and development activities or delay in executing the Company’s capital expenditure plans, which may require the Company to adopt increased or additional mitigation requirements. Growing concerns over climate change have also led to an increase in climate and environment-centric disputes and litigation in various jurisdictions, including at a Federal and Provincial level, alleging various claims and registering complaints, including that energy producers contribute to climate change, that such entities are not reasonably managing business risks associated with climate change, and that such entities have not adequately disclosed business risks of climate change. While many such climate change related actions are in preliminary stages of litigation, and in some cases raise novel or untested issues and causes of action, the

RESOLUTE RESOURCES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2023

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risk that legal, societal, scientific and political developments will increase the likelihood of successful climate change related litigation against energy producers remains uncertain. The outcome and ramifications of any such litigation is uncertain and may materially impact the Company’s business, financial condition or results of operations. The Company may also be subject to negative or damaging publicity associated with such matters, which may adversely affect the public sentiment and the Company’s reputation, regardless of whether the Company is ultimately found responsible for claims alleged. We may be required to incur significant expenses or devote significant resources in defense against any such litigation.

Financial Risks

Operational Risks

The decision to produce reserves is made based on the amount of capital required, production practices and reservoir quality. Resolute evaluates reservoir development based on the timing, amount of

RESOLUTE RESOURCES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2023

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additional capital required and the expected change in production values. Finding and development costs are controlled when capital is employed in a cost-effective manner.

Regulatory Risks

Regulatory risks include the possibility of changes to royalty, tax, environmental, safety, and public disclosure and reporting legislation. Resolute endeavors to anticipate the costs related to compliance and budget sensibly for them. Changes to environmental and safety legislation may also cause delays to Resolute’s drilling plans, its production efficiencies and may adversely affect its future earnings. The Company’s exploration and production activities emit greenhouse gases“("GHG") which may require Resolute to comply with federal and/or provincial GHG emissions legislation. Climate change policy is evolving at regional, national and international levels, and political and economic events may significantly affect the scope and timing of climate change measures that are ultimately put in place to prevent climate change or mitigate its effects. The direct or indirect costs of compliance with GHGrelated regulations may have a material adverse effect on Resolute’s business, financial condition, results of operations and prospects. Restrictive new legislation is a risk the Company cannot control.

The International Sustainability Standards Board (“ISSB”) is expected to develop globally consistent, comparable and reliable standards for disclosing and reporting ESG and climate-related metrics. On March 31, 2022, the ISSB issued exposure drafts IFRS S1 “General Requirements for Disclosure of Sustainability-related Financial Information” and IFRS S2 “Climate related Disclosures” and the exposure drafts are open for comment until July 29, 2022. IFRS S1 “sets out the overall requirements for disclosing sustainability-related financial information in order to provide primary users with a complete set of sustainability related financial disclosures.” IFRS S2 “sets out the requirements for identifying, measuring and disclosing climate related risks and opportunities as part of an entity’s general purpose financial reporting.” The exposure drafts do not currently disclose an effective date for the application of any future sustainability standards and accordingly, the Company is not able at this time to determine the impact on future financial statements or the cost of adopting any future standards that may result from these exposure drafts. In addition, the Canadian Securities Administrators have issued a proposed NI 51-107 Disclosure of Climate- related Matters. The cost to implement and comply with these standards, and others, that may be developed or evolved over time, has not yet been quantified.

Forward-Looking Statements

RESOLUTE RESOURCES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2023

________________

(collectively forward-looking statements) within the meaning of applicable securities legislation. Forward-looking statements are typically identified by words such as anticipate, continue, estimate, expect, forecast, may, will, project, could, plan, intend, should, believe, outlook, potential, target and similar words suggesting future events or future performance. In particular, but without limiting the foregoing, this document contains forward-looking statements pertaining to the following: the Company’s 2023 drilling program, carbon reduction initiatives, future oil and natural gas prices; future operational activities; and plans for continued growth in the Company’s production, reserves and cash flow; In addition, statements relating to "reserves" are deemed to be forward-looking statements as they involve the implied assessment, based on certain estimates and assumptions, that the reserves described exist in the quantities predicted or estimated and can be profitably produced in the future.

With respect to forward-looking statements contained in this MD&A, the Company has made assumptions regarding, among other things: future capital expenditure levels; future oil and natural gas prices and differentials between light, medium and heavy oil prices; results from operations including future oil and natural gas production levels; future exchange rates and interest rates; Resolute’s ability to obtain equipment in a timely manner to carry out development activities; Resolute’s ability to market its oil and natural gas successfully to current and new customers; the impact of increasing competition; Resolute’s ability to obtain financing on acceptable terms; the effects of COVID19 on Resolute's operations (including those affecting its partners and service providers); and Resolute’s ability to add production and reserves through our development and exploitation activities.

The forward-looking statements contained in this MD&A speak only as of the date of this document. Except

RESOLUTE RESOURCES LTD. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2023

________________

as expressly required by applicable securities laws, Resolute does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this MD&A are expressly qualified by this cautionary statement.

Non-IFRS financial measures

Adjusted funds flow represents cash from operating activities prior to changes in non-cash working capital as detailed below:

($)	Three months ended	Mar 31,	Nine months ended	Mar 31,
	2023	2022	2023	2022
Cash generated from (used) in operating
activities	(156,366)	(8,542)	(213,317)	320
Decommissioning expenditures	-	-	-	-
Change in non-cash workingcapital	(120,372)	(1,468)	(160,247)	(10,656)
Adjusted funds flow	(276,738)	(10,010)	(373,564)	(10,336)

Adjusted funds flow per share is calculated based on the weighted average number of common shares outstanding consistent with the calculation of net income (loss) per share.

APPENDIX 5 – PRO FORMA FINANCIAL STATEMENTS OF THE RESULTING ISSUER

RESOLUTE RESOURCES LTD.

(formerly Crossover Acquisitions Inc.) Pro-Forma Consolidated Statement of Financial Position

As at March 31, 2023 (unaudited)

RESOLUTE RESOURCES LTD.

(formerly Crossover Acquisitions Inc.)

PRO-FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at March 31, 2023

(unaudited)

(All amounts are in Canadian dollars, unless otherwise noted)	Crossover Acquisitions Inc.	Resolute Resources Ltd. Pro-Forma Adjustments Notes Pro- Forma Balance
ASSETS Current Cash Receivables Prepaid expenses		1,385,398 4,218,486 3(b) 6,690,186 17,227 - 29,692 15,061 - 15,061


	1,086,302
	12,465
	-
Exploration and evaluation assets	1,098,767	1,417,686 4,218,486 6,734,939 983,659 - 983,659

	-

Total assets	1,098,767	2,401,345 4,218,486 7,718,598
LIABILITIES Current Accounts payable and accrued liabilities SHAREHOLDERS' EQUITY Common shares Warrants Contributed surplus Deficit		156,397 360,000 3(c) 534,722 2,779,048 1,673,912 3(a) 7,761,411 (1,147,074) 3(a) 3,308,451 3(b) 31,250 70,161 3(a) 1,011,446 (92,793) 3(a) 849,751 3(b) 60,284 3(b) 114,113 (46,396) 3(a) 231,042 116,929 4(c) (679,463) 205,821 3(a) (1,820,023) (360,000) 3(c) (780,560) 3(a)


	18,325



	1,147,074



	92,793




	46,396



	(205,821)


	1,080,442	2,244,948 3,858,486 7,183,876
Total liabilities and shareholders’ equity	1,098,767	2,401,345 4,218,486 7,718,598

See accompanying notes to the pro forma consolidated financial statement of financial position .

Resolute Resources Ltd. (formerly Crossover Acquisitions Inc.) Notes to the Pro Forma Consolidated Statement of Financial Position (unaudited)

1. Basis of Preparation

The accompanying unaudited proforma consolidated statement of financial position (“Pro Forma Statement”) has been prepared to reflect the amalgamation of Crossover Acquisitions Inc.’s (“Crossover”) wholly-owned subsidiary (“Subco”) with Resolute Resources Ltd. (“Resolute”) after giving effect to the transactions as described in note 2 (the Amalgamation of Subco and Resolute is hereinafter referred to as the “Amalgamation” and the amalgamated entity is hereinafter referred to as “Amalco”). This unaudited Pro Forma Statement has been prepared by the management of Resolute Resources Ltd. from information derived from the unaudited interim condensed consolidated financial statements of Resolute as at March 31, 2023 and the unaudited interim condensed consolidated financial statements of Crossover as at March 31, 2023, both of which are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The Pro Forma statement has been prepared using the accounting polices of Resolute. There were no adjustments required to bring the Crossover financials to comply with the Resolute accounting policies. The Pro Forma Statement to which these notes relate has been prepared for inclusion in the filing statement of Crossover dated August 10, 2023 (the "Filing Statement") to be filed by Crossover in conjunction with the Amalgamation described in note 2. The Pro Forma Statement gives effect to the Amalgamation as if it had occurred on March 31, 2023. It is management of Resolute Resources Ltd.'s opinion that the Pro Forma Statement includes all adjustments necessary for the fair presentation, in all material respects, of the Amalgamation, as described in note 2. The Pro Forma Statement should be read in conjunction with the financial statements and notes thereto of Resolute and the financial statements and notes thereto of Crossover. The Pro Forma Statement is not necessarily indicative of the financial position of the continuing entity had the proposed Amalgamation been effected on the date indicated. The pro forma assumptions and adjustments in the notes to the Pro Forma Statement and allocations of the purchase price of Crossover by Resolute as a reverse takeover transaction are based in part on estimates of the fair value of the assets acquired and the liabilities assumed. The final valuation will be based on the actual assets and liabilities of Crossover that exist as of the date of completion of the Amalgamation. The Pro Forma Statement is presented in Canadian Dollars, unless otherwise stated.

2. The Proposed Transaction

On March 21, 2023, Crossover, Subco and Resolute entered into a Business Combination Agreement (the “Proposed Transaction”) to achieve the Amalgamation. In connection with the Proposed Transaction:

a) Completion of the Concurrent Offering as described below in Note 3.
b) Crossover shall consolidate its shares on a 2 to 1 basis and shall change its name to Resolute Resources Ltd. (the “Resulting Issuer”)
c) Each Class A common share of Resolute shall be cancelled and its holder shall receive one fully paid and non assessable common share of the Resulting Issuer (the “Resulting Issuer QT Shares”) on a basis of one Resulting Issuer Share for each one Resolute share (the “Exchange Ratio”);
d) Subco and Resolute shall amalgamate under the Business Corporations Act (Alberta) to form Amalco;
e) The Class A common shares of Subco shall be cancelled and replaced by one common share of Amalco issued to the Resulting Issuer;
f) Amalco shall issue the Resulting Issuer one Amalco common share for each Resulting Issuer QT Share; and
g) Amalco will be a wholly-owned subsidiary of the Resulting Issuer, with the Resulting Issuer holding all of the issued and outstanding Amalco common shares and will carry on the business previously carried on by Resolute.

Resolute Resources Ltd. (formerly Crossover Acquisitions Inc.) Notes to the Pro Forma Consolidated Statement of Financial Position (unaudited)

2. The Proposed Transaction (continued)

h) Upon completion of the Proposed Transaction, all options and warrants exercisable for Resolute Shares outstanding at completion of the Proposed Transaction will be exchanged for options and warrants exercisable for Resulting Issuer Shares, on the same economic terms and conditions as such original outstanding securities.

Although the Proposed Transaction will result in Resolute becoming a wholly-owned subsidiary of Crossover, it will constitute a reverse takeover ("RTO") for accounting purposes as the former Resolute shareholders will own a substantial majority of the common shares of the Resulting Issuer and all members of the Board of Directors and management of the Resulting Issuer will be designees of Resolute. Upon completion of the Proposed Transaction, the business of the Company will be the continuation of the business of Resolute. Completion of the Proposed Transaction is subject to various conditions, including, but not limited to, receipt of approval of the TSX Venture Exchange (the "TSXV").

3. Pro-forma Adjustments and Assumptions

The Pro Forma Statement has been prepared to reflect the following assumptions and adjustments

a) The acquisition of Resolute by Crossover is expected to be effected by way of a three-cornered amalgamation, whereby Resolute will amalgamate with a wholly-owned subsidiary of Crossover, and will continue to carry on the business of Resolute. Legally, Crossover will be the parent of Resolute. However, as a result of the Amalgamation, control of the combined companies will pass to the former shareholders of Resolute in a share exchange referred to as an RTO. An RTO involving a non-public operating entity, in this case Resolute, and a non-operating public entity, in this case Crossover, does not meet the definition of a business, as defined in IFRS 3, Business Combinations. The transaction is equivalent to the issuance of shares by Resolute for the net assets of Crossover.

In accordance with reverse acquisition accounting:

i. The assets and liabilities of Resolute are included in the Pro Forma Statement at their carrying values; and
ii. The net assets of Crossover are included at their fair value which is equal to the carrying value of the net assets given the current nature of the net assets. The difference between the estimated fair value of the Resolute shares issued to Crossover shareholders less the net fair value of the assets of Crossover acquired is recorded as a listing expense. The carrying amount of Crossover’s equity is eliminated.

Resolute Resources Ltd. (formerly Crossover Acquisitions Inc.) Notes to the Pro Forma Consolidated Statement of Financial Position (unaudited)

3. Pro-forma Adjustments and Assumptions (continued)

Net assets acquired FairValue	Net assets acquired FairValue
Cash and cash equivalents 1,086,302
HST and other receivable 12,465
Accounts payable and accruedliabilities (18,325)
Total net assets acquired 1,080,442
Consideration Fair Value
Fair value of 8,250,000 common shares of Crossover	1,673,912
Fair value of 825,000 stock options of Crossover	116,929
Fairvalue of625,000warrants ofCrossover	70,161
Total consideration 1,861,002
Excess consideration Considered as a listingexpense 780,560

The fair value of the Crossover shares were valued at the issue price of the Resolute Unit, ($0.25) less the value attributable to the ½ warrant ($0.047).

The 825,000 stock options of Crossover were assigned a fair value of $116,929 estimated by using the Black-Scholes option pricing model, using the following assumptions: share price $0.20, exercise price of $0.10; risk free interest rate 2.97%; expected volatility 75%, dividend yield – 0% and expective life 3.8 years.

The 625,000 warrants of Crossover were assigned a fair value of $70,161 estimated by using the Black-Scholes option pricing model, using the following assumptions: share price $0.20, exercise price of $0.20; risk free interest rate 2.97%; expected volatility 75%, dividend yield – 0% and expective life 3.8 years.

b) Concurrent offering

Resolute Resources Ltd. (formerly Crossover Acquisitions Inc.) Notes to the Pro Forma Consolidated Statement of Financial Position (unaudited)

The gross proceeds of the Offering (less 50% of the Agent's Fees (defined below) and expenses of the Agent payable on the closing date of the Offering) (the "Escrowed Funds") are being held by an escrow agent (the "Escrow Agent") pursuant to the terms of a subscription receipt agreement among Resolute, the Agent and the Escrow Agent. The Escrowed Funds (less the remaining 50% of the Agent's Fees and any remaining costs and expenses of the Agent) will be released (together with the interest thereon) to Resolute upon satisfaction of the following escrow release conditions and the Agent receiving a certificate from Resolute prior to the Termination Time (defined below) to the effect that:

(C) the Resulting Issuer securities issued in exchange for the Underlying Securities not being subject to any statutory or other hold period in Canada;

Resolute Resources Ltd. (formerly Crossover Acquisitions Inc.) Notes to the Pro Forma Consolidated Statement of Financial Position (unaudited)

to a reduction for certain orders on a "President's List". The agent also incurred $99,514 of expenses which were paid upon closing for a total Agent’s fee of $291,714. On closing of the Offering, the Agent received 50% of the Agent's Fee and 50% of the Agent's Advisory Fee, with the balance forming part of the Escrowed Funds. In addition, Resolute issued to the Agent 288,800 compensation options (the "Compensation Options") and 486,832 advisory compensation options ("Advisory Compensation Options"). Each Compensation Option and Advisory Compensation Option shall be exercisable to acquire one Unit for a period of 24 months following the RTO Closing Date at the Offering Price. Upon the completion of the Proposed Transaction, the Compensation Options will be exchanged for compensation options of the Resulting Issuer on economically equivalent terms.

If the Proposed Transaction is not completed, all of the issued and outstanding Subscription Receipts shall be cancelled and the Escrowed Funds shall be used to pay holders of the Subscription Receipts an amount equal to the Issue Price to all of the Subscriptions Receipts held by them (plus pro-rata share of interest). If the Escrowed Funds are not sufficient to satisfy the aggregate Issue Price paid for the then issued and outstanding Subscription Receipts, it is the Company’s responsibility to contribute such amounts as are necessary to satisfy any such shortfall.

The 9,020,400 warrants issued were assigned a fair value of $849,751 estimated by using the BlackScholes option pricing model, using the following assumptions: share price $0.21, exercise price of $0.50; risk free interest rate 2.97%; expected volatility 75%, dividend yield – 0% and expective life 5 years.

The 775,632 compensation options issued were assigned a fair value of $60,284 estimated by using the Black-Scholes option pricing model, using the following assumptions: share price $0.21, exercise price of $0.25; risk free interest rate 2.97%; expected volatility 75%, dividend yield – 0% and expective life 2 years.

In connection with the Proposed Transaction, it is intended that, among other things: (i) the Subscription Receipts will be converted iinto Underlying Shares and Underlying Warrants; (ii) all of the outstanding Resolute Shares (including the Underlying Shares) will be exchanged for Resulting Issuer Shares on a basis of one Resulting Issuer Share for each one Resolute Share.

The proforma consolidated statement of financial position includes the $4,510,200 of subscription receipts described below:

Concurrent financing	Concurrent financing
Total proceeds from issuance of 18,040,800 subscription
receipts $4,510,200
Cash commissions and other costs paid to agent	(291,714)
Fair value of 9,020,400 warrants	(849,751)
Fairvalue of 775,632compensationoptions	(60,284)
Net increase to share capital from the Concurrent financing $3,308,451

Resolute Resources Ltd. (formerly Crossover Acquisitions Inc.) Notes to the Pro Forma Consolidated Statement of Financial Position (unaudited)

c) Transaction costs

Additional transaction costs associated with the Amalgamation are estimated at $360 thousand and have been included in accounts payable and accrued liabilities with the offset to the deficit.

4. Pro-forma Share Capital

a) Share Capital:

) Share Capital:	) Share Capital:
Number of common shares # $
Resolute’s balance as at March 31, 2023	42,068,200 2,779,048
Crossover’s balance March 31, 2023	16,500,000 1,147,074
Issued on Amalgamation	8,250,000 1,673,912
Eliminated on Amalgamation	(16,500,000) (1,147,074)
ConcurrentFinancing	18,040,800 3,308,451
Total share capital 68,359,000 7,761,411

b) Warrants:

) Warrants:	) Warrants:
Number of warrants # $
Resolute’s warrants as at March 31, 2023	625,000 31,250
Crossover’s warrants as at March 31, 2023	625,000 70,161
Warrants issuable under concurrent financing	9,020,400 849,751
Compensation warrants	775,632 60,284
Total warrants 10,270,400 1,011,446

The 625,000 warrants of Resolute were assigned a fair value of $31,250 estimated by using the Black-Scholes option pricing model, using the following assumptions: share price $0.10, exercise price of $0.10; risk free interest rate 1.44%-1.72%; expected volatility 75%, dividend yield – 0% and expective life 3 years

The 9,020,400 warrants issuable under the concurrent financing were assigned a fair value of $849,751 estimated by using the Black-Scholes option pricing model, using the following assumptions: share price $0.21, exercise price of $0.50; risk free interest rate 2.97%; expected volatility 75%, dividend yield – 0% and expective life 5 years.

The 775,632 compensation warrants issued were assigned a fair value of $60,284 estimated by using the Black-Scholes option pricing model, using the following assumptions: share price $0.21, exercise price of $0.25; risk free interest rate 2.97%; expected volatility 75%, dividend yield – 0% and expective life 2 years.

Resolute Resources Ltd. (formerly Crossover Acquisitions Inc.) Notes to the Pro Forma Consolidated Statement of Financial Position (unaudited)

4. Pro-forma Share Capital (continued):

c) Options:

) Options:	) Options:
Number of options # $
Resolute’s options as at March 31, 2023	3,500,000 114,113
Crossover’s options atMarch31,2023	825,000 116,929
Total options 4,325,000 231,042

The 3,500,000 options of Resolute were assigned a fair value of $214,423 estimated by using the Black-Scholes option pricing model, using the following assumptions: share price $0.10, exercise price of $0.10; risk free interest rate 1.44%; expected volatility 75%, dividend yield – 0% and expective life 5 years. The amount in the table above of $114,113 represents the portion of the fair value that has been recognized by Resolute at the financial statement date.

AI assistant

Resolute Resources Ltd. — Merger & Acquisition 2023

48193_rns_2023-08-11_8e029db4-4963-457a-8c5b-7d808e83bb08.pdf

CROSSOVER ACQUISITIONS INC.

Filing Statement

TABLE OF CONTENTS

INTRODUCTION AND DISCLAIMER

INFORMATION CONTAINED IN THE FILING STATEMENT

Preliminary Information

Forward-Looking Statements

Market and Industry Data

Reporting Currencies

GLOSSARY OF DEFINED TERMS

" Escrow Release Conditions " means the following, collectively:

“ Material Event ” means:

" Non-Arm's Length Party " means:

NOTES ON RESOURCES DATA AND OTHER OIL AND GAS INFORMATION

Abbreviations

Caution Respecting Resources Information

Caution Respecting Boe

SUMMARY

Summary of the Companies

Crossover Acquisitions Inc.

Resolute Resources Ltd.

Summary of the Qualifying Transaction

Definitive Agreement Summary

Interests of Insiders

TSXV Approval

Intercorporate Relationships

Arm's Length Transaction

Summary Information Concerning the Resulting Issuer

Estimated Funds Available to the Resulting Issuer and Proposed Principal Uses

Selected Pro Forma Consolidated Financial Information

Stock Exchange Listings

Conflicts of Interest

Resolute Private Placement

Agent Compensation under the Resolute Private Placement

Interests of Experts

Risk Factors

Conditional Listing Approval

INFORMATION CONCERNING THE QUALIFYING TRANSACTION

Introduction

Background to the Amalgamation

Reasons for the Amalgamation

Qualifying Transaction

Steps of the Amalgamation

The Business Combination Agreement

General

Representations and Warranties of the Parties

Mutual Conditions Precedent

Conditions in Favour of Crossover

Conditions in Favour of Resolute

Mutual Covenants

Covenants of Resolute

Implementation Covenants

Covenants Relating to the Conduct of Business of the Parties

Termination of the Business Combination Agreement

Expenses

Non-Arm's Length Party Transaction and Conflicts of Interest

Resolute Private Placement

Agent Compensation under the Resolute Private Placement

Arm's Length Transaction

Canadian Securities Law Considerations

INFORMATION CONCERNING CROSSOVER ACQUISITIONS INC.

Corporate Structure

General Development of the Business

History

History of Share Structure

Selected Financial Information and Management's Discussion and Analysis

Financial Information

Description of Securities

Share Capital

Securities

Common Shares

Dividend Record and Policy

Stock Option Plan

Prior Sales

Stock Exchange Price

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Resolute Resources Ltd. Merger & Acquisition 2023