Crowsnest Acquisition Corp.

TSX VENTURE : CAW.P


April 16, 2014 13:22 ET

Crowsnest Acquisition Corp. Announces Engagement Letter with Canaccord Genuity Corp. in Connection with Proposed Qualifying Transaction

CALGARY, ALBERTA--(Marketwired - April 16, 2014) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

Crowsnest Acquisition Corp. (TSX VENTURE:CAW.P) (the "Corporation" or "Crowsnest"), a "capital pool company", as such term is defined in the policies of the TSX Venture Exchange ("Exchange"), is pleased to announce that in connection with the Corporation's "Qualifying Transaction" (as such term is defined in the policies of the Exchange) involving QE2 Acquisition Corp. ("QE2"), QE2 has entered into an engagement letter (the "Engagement Letter") with Canaccord Genuity Corp. ("Canaccord") dated April 10, 2014, appointing Canaccord to act as QE2's exclusive financial advisor and sponsor in connection with the Qualifying Transaction. Details of the Qualifying Transaction are available in the news release of Crowsnest dated February 28, 2014 and is available under the Corporation's SEDAR profile at www.sedar.com.

Under the terms of the Engagement Letter Canaccord has agreed, among other services, to review information related to the Qualifying Transaction, markets, and industry which it considers to be relevant and appropriate, and to advise and assist QE2 as to the structure and form of the Qualifying Transaction, including the consideration to be paid in respect of the Qualifying Transaction. Canaccord will also deliver a sponsor report ("Sponsor Report") to the Exchange in connection with the Qualifying Transaction. The Sponsor Report shall be prepared in accordance with policies of the Exchange.

Further to the press release of the Corporation dated April 3, 2014, the Corporation still expects to complete a private placement financing ("Private Placement") in connection with the Qualifying Transaction. Details of the Private Placement and any compensation payable to an agent in connection with the Private Placement will be disclosed when finalized in a subsequent press release.

Trading Halt

The common shares of the Corporation are currently halted from trading on the Exchange, and the trading of the common shares of the Corporation on the Exchange is expected to remain halted pending completion of the Qualifying Transaction.

Additional Information

Completion of the Qualifying Transaction and the Private Placement are subject to a number of conditions, including but not limited to, Exchange acceptance, and if applicable pursuant to the requirements of the Exchange, majority of the minority approval. There can be no assurance that the Qualifying Transaction will be completed on the terms proposed or at all.

Canaccord, subject to completion of satisfactory due diligence, has agreed to act as sponsor in connection with the Qualifying Transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the Qualifying Transaction or the likelihood of completion of the Qualifying Transaction.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

Cautionary Statements

This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the proposed Qualifying Transaction and associated transactions, including statements regarding the terms and conditions of the Qualifying Transaction, the services to be provided by Canaccord, and the proposed Private Placement. Although the Corporation believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Corporation can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. The terms and conditions of the proposed Qualifying Transaction, the Engagement Letter, and the Private Placement may change based on the Corporation's due diligence (which is going to be limited as the Corporation intends largely to rely on the due diligence of other parties of the Qualifying Transaction to contain its costs, among other things) and the receipt of tax, corporate and securities law advice for both Crowsnest and QE2. Actual results and developments may differ materially from those that are currently contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Qualifying Transaction, the Private Placement and associated transactions, that the ultimate terms of the Qualifying Transaction, the Private Placement, and associated transactions will differ from those that currently are contemplated, and that the Qualifying Transaction, the Private Placement, and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this news release are made as of the date of this release. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Corporation, QE2, Canaccord, their securities, or their respective financial or operating results (as applicable).

Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is defined in the polices of the TSX Venture Exchange) has in any way passed upon the merits of the Qualifying Transaction and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.

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.

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