TSX Venture Exchange Stock Maintenance Bulletins

VANCOUVER, BC, Aug. 28, 2023 /CNW/ -

TSX VENTURE COMPANIES

RESOLUTE RESOURCES LTD. ("RRL")
[formerly Crossover Acquisitions Inc. ("CRSS.P")]
BULLETIN TYPE: Qualifying Transaction - Completed/New Symbol, Name Change and
Consolidation, Brokered Private Placement and Resume Trading 
BULLETIN DATE: August 28, 2023
TSX Venture Tier 2 Company

Qualifying Transaction-Completed

TSX Venture Exchange (the "Exchange") has accepted for filing Crossover Acquisitions Inc.'s (the "Company") qualifying transaction ("Transaction") described in its Filing Statement dated August 10, 2023 (the "Filing Statement"). As a result, at the opening on Wednesday, August 30, 2023, the Company will no longer be considered a Capital Pool Company. The Transaction includes the following:

The Company acquired all of the issued and outstanding shares of Resolute Resources Ltd. (the "Target") by way of a three-cornered amalgamation of the Target and a wholly-owned subsidiary of the Company and issued 42,068,200 post-consolidated common shares in the capital of the Company ("Resulting Issuer Shares") to the shareholders of the Target (which, for certainty, does not include Resulting Issuer Shares issued to subscribers under the private placement described below) on August 23, 2023. Pursuant to the Transaction, all shareholders of the Target exchanged their common shares in the capital of the Target ("Target Shares") at an exchange ratio of one Resulting Issuer Share for every one Target Share held. In addition, all outstanding options and warrants of the Target were exchanged for economically equivalent securities of the Company based on the same exchange ratio.

Immediately prior to the closing of the Transaction, the Company completed a consolidation of its common shares (the "Consolidation") on the basis of 2 pre-Consolidation common shares to 1 post-Consolidation common share in the capital of the Company, and changed its name from "Crossover Acquisitions Inc." to "Resolute Resources Ltd." (the "Name Change").

As a result of the Transaction, an aggregate of 17,564,400 Resulting Issuer Shares issued to former holders of common shares of the Target were placed in escrow pursuant to an Exchange Tier 2 Value Escrow Agreement or are subject to seed share resale restrictions pursuant to the policies of the Exchange and will be released in accordance with the terms thereof. In addition, 2,000,000 Resulting Issuer Shares remain subject to the CPC Escrow Agreement (as defined in the Filing Statement).

The Resulting Issuer is classified as a Tier 2 Issuer: "oil and gas extraction" (NAICS Number: 211110).

For further information, please refer to the Filing Statement, which is available on SEDAR.

Resumption of Trading

Further to the Exchange's Bulletin dated January 5, 2023, trading in the Resulting Issuer Shares will resume at the opening on Wednesday, August 30, 2023.

Effective at the opening on Wednesday, August 30, 2023, the trading symbol for the Company will change from "CRSS.P" to "RRL".

Name Change and Consolidation

At the annual and special meeting of shareholders of the Company on May 15, 2023, shareholders approved a special resolution approving the Company's share capital consolidation on the basis of 2 pre-consolidation shares for 1 post-consolidation share as well as a special resolution approving the Name Change. The name of the Company has been changed from "Crossover Acquisitions Inc." to "Resolute Resources Ltd.".

Effective at the opening on Wednesday, August 30, 2023, the shares of Resolute Resources Ltd. will commence trading on the Exchange and the shares of Crossover Acquisitions Inc. will be delisted.

Concurrent Private Placement Financing

The Exchange has accepted for filing documentation with respect to a brokered private placement (the "Resolute Financing") described in the March 21, 2023 press release of the Company. The Resolute Financing was comprised of subscription receipts of the Target at a price of $0.25 per subscription receipt. Each subscription receipt entitled the holder to receive one common share of the Target and one-half of one common share purchase warrant of the Target (each whole warrant, an "Underlying Warrant"). Each Underlying Warrant will entitle the holder to purchase one common share of the Target at an exercise price equal to $0.50 until August 23, 2028, subject to acceleration of the expiry date if certain conditions are satisfied. The common shares and warrants of the Target issued upon conversion of the subscription receipts were exchanged for the equivalent Resulting Issuer securities pursuant to the Transaction on a 1:1 basis.

Number of subscription receipts:	18,040,800
Purchase Price:	$0.25 per subscription receipt
Number of warrants:	9,020,400
Purchase Price:	$0.50 per Exercised Warrant
Number of Placees:	84 placees

Insider / Pro Group Participation:

Name	Insider = Y / Pro Group = P	Number of subscription receipts
4 Pro Group Participants	P	1,000,000
5 Insider Participants	I	2,440,000

In connection with the Resolute Financing, the Target paid $291,714 in cash and 775,632 Compensation Options (as defined in the Filing Statement) were paid to Research Capital Corporation and its designated sub-agents. 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 until August 23, 2025. Each Compensation Option Warrant shall entitle the holder thereof to purchase one Compensation Option Warrant Share at an exercise price equal to $0.50 until August 23, 2028, subject to acceleration of the expiry date if certain conditions are satisfied. The Compensation Options were exchanged for the equivalent Resulting Issuer securities pursuant to the Transaction on a 1:1 basis.

The Company has confirmed the closing of the Resolute Financing via a press release dated July 11, 2023.

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23/08/28 - TSX Venture Exchange Bulletins

TSX VENTURE COMPANIES

BORON ONE HOLDINGS INC. ("BONE")
BULLETIN TYPE: Warrant Price Amendment
BULLETIN DATE: August 28, 2023
TSX Venture Tier 2 Company

Further to TSX Venture Exchange (the "Exchange") bulletin dated October 19, 2021, this is to advise that the Exchange has consented to a reduction in the exercise price of the following warrants:

Private Placement:
# of Warrants Re-priced:	7,263,263
Expiry Date of Warrants:	September 24, 2023
Forced Exercise Provision:	If the closing price for the Company's shares is $0.075 or greater for a period of 10 consecutive trading days, then the warrant holders will have 30 days to exercise their warrants; otherwise the warrants will expire on the 31^st day.
Original Exercise Price of Warrants:	$0.10
New Exercise Price of Warrants:	$0.06

These warrants were issued pursuant to a private placement of 7,263,263 shares with 7,263,263 share purchase warrants attached, which was accepted for filing by the Exchange effective October 19, 2021.

For further details, please refer to the Company's news release dated August 08, 2023 and August 25, 2023.

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CLOUD DX INC. ("CDX")
BULLETIN TYPE: Private Placement-Brokered
BULLETIN DATE: August 28, 2023
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced on January 20, 2023:

Number of Shares:	20,387,733 units
Purchase Price:	$0.14 per unit
Warrants:	20,387,733 share purchase warrants to purchase 20,387,733 shares
Warrant Exercise Price:	$0.21 for a three year period
Warrant Acceleration Provision:	If, at any time, the closing price is greater than $0.42 per Common Share for 20 consecutive trading days, the Company may provide written notice to the holders that the expiry of the Warrants shall be accelerated to a date that is not less than 15 days from the date of the Warrant Acceleration Notice.
Number of Placees:	29 placees

Insider / Pro Group Participation:
Placees	# of Placee (s)	Aggregate # of Units
Aggregate Existing Insider Involvement:	4	12,942,028
Aggregate Pro Group Involvement:	N/A	N/A

	Aggregate Cash Amount	Aggregate # of Shares	Aggregate # of Warrants
Finder's Fee:	$40,824	N/A	291,597

Finder's Warrants Terms:

Each Finder's Warrant entitles the holder to purchase one Common Share at the price of $0.14 for a period of 3 years from the date of issuance.

The Company issued news releases on March 15, 2023 and June 20, 2023 confirming closing of the private placement. Note that in certain circumstances the Exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.

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LEVELJUMP HEALTHCARE CORP. ("JUMP")
BULLETIN TYPE: Private Placement-Non-Brokered, Convertible Debenture, Amendment
BULLETIN DATE: August 28, 2023
TSX Venture Tier 1 Company

Further to TSX Venture Exchange (the "Exchange") bulletin dated February 6, 2023 and June 23, 2023, the Exchange has accepted for filing an amendment to the following preferred shares:

Outstanding Convertible
Preferred Shares:	$125,100 of Class A Series 1 preferred shares, consisting of 139,000 Series Class A Series 1 preferred shares (the "Preferred Shares").
Original Conversion Terms:	Each Preferred Share until December 31, 2027 are convertible into 2.5 common shares of the Company at a price of $0.40 per Common Share common shares. The 139,000 Preferred Shares were convertible into up to 347,500 common shares.
Amended Conversion Terms:	Each Preferred Share until December 31, 2027 are convertible into 5 common shares of the Company at a price of $0.20 per Common Share common shares. The 139,000 Preferred Shares are convertible into up to 695,000 common shares.
Original Dividend Rate:	Each Preferred Share is non-voting, carries a cumulative annual dividend of 8% payable quarterly, along with a top up dividend of 25% of the Company's EBITDA above $2,000,000 per year, divided by the then outstanding Preferred Shares.
Amended Dividend Rate:	Each Preferred Share is non-voting, carries a cumulative annual dividend of 12% payable quarterly, along with a top up dividend of 25% of the Company's EBITDA above $2,000,000 per year, divided by the then outstanding Preferred Shares.
Redemption Date:	December 31, 2027

All other terms remain unchanged. The Preferred Shares were issued pursuant to private placements that were originally accepted for filing by the Exchange effective February 6, 2023 and June 23, 2023.

For further information, please refer to the Company's news release dated July 14, 2023, and the Exchange bulletin dated February 6, 2023 and June 23, 2023.

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NEW ENERGY METALS CORP. ("ENRG")
BULLETIN TYPE: Property-Asset or Share Purchase Amending Agreement
BULLETIN DATE: August 28, 2023
TSX Venture Tier 2 Company

TSX Venture Exchange ("Exchange") has accepted for filing documentation the Addendum to Property Option Agreement dated July 13, 2023 ("Addendum"), for the Property Option Agreement dated July 15, 2022, ("Original Agreement"), between the Company and arm's length parties (together with the Company, the "Parties").

Pursuant to the terms of the Addendum, the Parties have agreed to settle the cash payment of $45,000, which was due in July 2023, through the issuance of 900,000 common shares of the Company ("Shares") at a deemed price of $0.05 per Share. The Company or its assignees have also been granted the right of first refusal to purchase the Shares. All other terms of the Original Agreement remain unchanged.

Insider / Pro Group Participation: None

For further information, please refer to the Exchange bulletin dated February 2, 2023, and the Company's news releases dated September 7, 2022; February 2, 2023; February 14, 2023; and August 14, 2023.

________________________________________

NOA LITHIUM BRINES INC. ("NOAL")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: August 28, 2023
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing documentation with respect to the acquisition of a 100% interest in the Nevasca Project (the Chascha Norte claim), located on the Arizaro salar in Salta Province, Argentina. By way of consideration, the Company will make cash payments totaling US$950,000 and will issue US$1,050,000 in shares of the Company, over an 18-month period. Each payment of shares will be issued at the greater of the previous days' closing market price of the Company's shares or $0.30 per share.

Insider / Pro Group Participation:          None

For further details, please refer to the Company's news releases dated May 9, 2023 and August 28, 2023.

________________________________________

SIENNA RESOURCES INC. ("SIE")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: August 28, 2023
TSX Venture Tier 2 Company

TSX Venture Exchange has accepted for filing an agreement dated August 16, 2023, between the Company and an arm's length party. Pursuant to the terms of the Agreement, the Company may acquire a 100% legal and beneficial interest in and to eighty-seven (87) mining claims (approximately 1,250 acres) located in Elko County in the Clayton Valley of Nevada, USA. By way of consideration, the Company will make cash payments totaling up to $92,000 and will issue up to 16,000,000 shares.

During the term of this Agreement, the Company will pay annual taxes and fees to maintain the claims, which are approximately US$13,000.

For further details, please refer to the Company's news releases dated August 17, 2023.

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SMALL PHARMA INC. ("DMT")
BULLETIN TYPE: Halt
BULLETIN DATE: August 28, 2023
TSX Venture Tier 1 Company

Effective at 6:17 a.m. PST, August 28, 2023, trading in the shares of the Company was halted, pending news; this regulatory halt is imposed by Investment Industry Regulatory Organization of Canada, the Market Regulator of the Exchange pursuant to the provisions of Section 10.9(1) of the Universal Market Integrity Rules.

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SMALL PHARMA INC. ("DMT")
BULLETIN TYPE: Resume Trading
BULLETIN DATE: August 28, 2023
TSX Venture Tier 1 Company

Effective at 8:05 a.m. PST, August 28, 2023, shares of the Company resumed trading, an announcement having been made.

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TRAILBREAKER RESOURCES LTD. ("TBK")
BULLETIN TYPE: Miscellaneous - Correction
BULLETIN DATE: August 28, 2023
TSX Venture Tier 2 Company

TSX Venture Exchange ("Exchange") would like to announce a correction to the Exchange bulletin dated August 25, 2023. The content in the August 25, 2023 bulletin is irrelevant to the Company and should have instead been posted to New Energy Metals Corp.

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SOURCE TSX Venture Exchange

Market Information Services at 1-888-873-8392, or email: [email protected]