October 04, 2024 5:00 PM EDT | Source: Resolute Resources Limited
Calgary, Alberta–(Newsfile Corp. – October 4, 2024) – Resolute Resources Ltd. (TSXV: RRL) (“Resolute” or the “Company“) is pleased to announce the successful closing of the transaction, previously announced on July 29, 2024, to sell its now former sole direct wholly-owned subsidiary, Resolute Resources Limited (the “Subsidiary“), to a private arm’s length purchaser (the “Purchaser“) for cash consideration of $75,000.
The Subsidiary encompasses all oil and gas assets previously held by the Company (the “Assets“) and includes all issued and outstanding shares of a now former indirect subsidiary of the Company, Resolute Resources Corp. (the “BC Subsidiary“). The sale of the Assets and BC Subsidiary represents a sale of substantially all of the assets of the Company (the “Sale“), marking the conclusion of a significant phase in Resolute’s strategic realignment.
Sale Highlights:
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Share Sale: Pursuant to share purchase agreement dated July 25, 2024, as amended, between the Company and the Purchaser (the “Sale Agreement“), the Purchaser has acquired, as of the date hereof, all issued and outstanding shares of the Subsidiary.
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Asset and Liability Assumption: In addition to acquiring the Assets and the BC Subsidiary, the Purchaser has assumed all abandonment, reclamation, and environmental obligations related to the Assets, as well as all corporate, tax, and exploration liabilities associated with both the Subsidiary and the BC Subsidiary.
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Covenants and Agreements: The Sale Agreement includes customary covenants, representations, and warranties typical of transactions of this nature.
The Sale was subject to a comprehensive approval process, including obtaining the necessary regulatory approvals and approval of the Company’s shareholders at the annual general and special meeting of Resolute shareholders held on August 23, 2024. In connection with the approval process, the TSX Venture Exchange has advised the Company that its listing will be transferred to the NEX Board of the TSX Venture Exchange.
With the Sale now complete, the Company will focus its efforts on identifying and evaluating suitable assets or businesses to acquire or merge with, with a view to maximizing value for shareholders.
For further information regarding the Sale or Resolute, please visit Resolute’s profile on SEDAR+ at www.sedarplus.ca.
About Resolute Resources Ltd.
Resolute, then named “Crossover Acquisitions Inc.”, completed its initial public offering on October 15, 2021. It is anticipated that, from and after the date hereof, the common shares of Resolute will be listed on the NEX Board of the TSX Venture Exchange. Resolute does not currently have any commercial operations and has no assets other than cash. Accordingly, the Company will need to identify and, if successful, acquire new assets or acquire or combine with a new business. There is no guarantee that the Company will be able to identify and acquire new assets or a new business on terms acceptable to the Company, or at all. The Company will also face ongoing requirements for additional capital which may not be available.
Cautionary Statement Concerning Forward-Looking Statements
This press release contains certain information that may constitute “forward-looking information” under applicable Canadian securities legislation. Forward looking information includes, but is not limited to, the ability of the Company to successfully identify and complete the acquisition of assets or acquisition of or combination with a new business. Forward-looking information is necessarily based upon a number of assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Factors that could affect the outcome include, among others: failure to obtain regulatory approvals, general business, economic, competitive, political and social uncertainties, securities market uncertainty and unpredictability and risks of the oil and gas industry. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. All forward-looking information contained in this press release is given as of the date hereof and is based upon the opinions and estimates of management and information available to management as at the date hereof. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/225707
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