TSXV conditionally approved the Proposed Transaction and the listing of the common shares of the Resulting Issuer on June 27, 2023. Shareholders of Resolute approved the Amalgamation at a special meeting of shareholders held on June 19, 2023. In connection with the Proposed Transaction, Crossover held an annual and special meeting of its shareholders on to approve, among other things, the Consolidation and Name Change, both of which resolutions were passed.
or another name that is acceptable to Resolute (the " Name Change") immediately prior to the closing of the Proposed Transaction. In connection with the Proposed Transaction, Crossover will consolidate its shares on a 2 to 1 basis (the " Consolidation") and change the name of Crossover to Resolute Resources Ltd.
Following the completion of the Proposed Transaction, Crossover will become the "Resulting Issuer". In addition, upon the 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. Under the terms of the Proposed Transaction, the holders of Class A shares of Resolute (" Resolute Shares"), including those shares acquired by way of the Offering will receive one post-Consolidation (as defined below) common share of Crossover (" Resulting Issuer Share") in exchange for each Resolute Share. On March 21, 2023, Crossover and Resolute entered into the Business Combination Agreement which provides for the Proposed Transaction to proceed by way of a "three-cornered" amalgamation whereby Resolute will amalgamate (the " Amalgamation") with 2518663 Alberta Ltd., a wholly-owned subsidiary of Crossover, and the resulting entity will become a wholly-owned subsidiary of Crossover. Following completion of the Proposed Transaction, the Resulting Issuer intends to list as a Tier 2 Oil and Gas Issuer on the Exchange. Crossover and Resolute intend that the transaction contemplated by the Business Combination Agreement (the " Proposed Transaction") will constitute Crossover's Qualifying Transaction, as such term is defined in Policy 2.4. The Offering was completed in connection with a business combination agreement dated Ma(the " Business Combination Agreement") and the proposed business combination of Crossover and Resolute 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. The Offering constitutes the Concurrent Financing (as defined in Policy 2.4) in respect of the Qualifying Transaction (as defined below) and was led by Research Capital Corporation as the lead agent and bookrunner (the " Agent"). The aggregate gross proceeds to the Company from the completion of the first and final tranche of the Offering is $4,510,200. (TSXV: CRSS.P) (the " Corporation" or " Crossover"), a capital pool company as defined under TSX Venture Exchange (" TSXV" or the " Exchange") Policy 2.4 - Capital Pool Companies (" Policy 2.4"), are pleased to announce that, further to Crossover's news releases dated January 6, 2023, March 21, 2023, and June 6, 2023, Resolute has completed the second and final tranche of its brokered private placement offering (the " Offering") of subscription receipts of Resolute (the " Subscription Receipts") at a price of $0.25 per Subscription Receipt (the " Offering Price") for aggregate gross proceeds of $510,000. (" Resolute") and Crossover Acquisitions Inc.
July 11, 2023) - Resolute Resources Ltd.
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