Crowsnest Acquisition Corp.

TSX VENTURE : CAW.P


February 28, 2014 18:24 ET

Crowsnest Acquisition Corp. Announces Letter of Intent for Proposed Qualifying Transaction With QE2 Acquisition Corp.

CALGARY, ALBERTA--(Marketwired - Feb. 28, 2014) -

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Crowsnest Acquisition Corp. (TSX VENTURE:CAW.P) (the "Corporation" or "Crowsnest") is pleased to announce that it has entered into a letter of intent with QE2 Acquisition Corp. ("QE2") dated February 24, 2014 (the "Letter of Intent") in respect of a proposed transaction pursuant to which QE2 is expected to acquire Crowsnest by way of reverse takeover (the "Qualifying Transaction"). It is currently anticipated that the Qualifying Transaction will occur as a share exchange whereby all the issued and outstanding shares of QE2 will be exchanged for shares of Crowsnest on a one-for-one basis resulting in QE2 becoming a wholly-owned subsidiary of Crowsnest, the final structure of the Qualifying Transaction being subject to receipt of tax, corporate and securities law advice for both Crowsnest and QE2. Upon completion of the Qualifying Transaction, the combined entity (the "Resulting Issuer") will continue to carry on the business of QE2.

Crowsnest was incorporated under the laws of the Province of Alberta and has a head office in Calgary, Alberta. The Corporation is a "capital pool company" under the policies of the TSX Venture Exchange (the "Exchange") and it is intended that the Qualifying Transaction will constitute the "Qualifying Transaction" of the Corporation, as such term is defined in the policies of the Exchange. The Corporation is a reporting issuer in the provinces of British Columbia and Alberta.

In October 2013, QE2 completed its first arm's length acquisition and acquired all of the issued and outstanding shares of Pillar Contracting Ltd. ("Pillar") for $1,394,000 payable in cash and shares of QE2. Pillar is a service provider specialized utilities services, serving municipalities and utilities with light standard maintenance and painting, metal fatigue testing, and safety and traffic management solutions. On February 24, 2014 QE2 signed a letter of intent in connection with its anticipated second arm's length acquisition whereby QE2 agreed to purchase of certain assets ("Asset Acquisition") of a private company ("PrivateCo") for up to $2,500,000 payable in cash and shares of QE2. PrivateCo is a service provider of highway signage, guardrail installation services, and miscellaneous fencing primarily engaged in the new construction of roads and highways and which has successfully operated for over 20 years.

The Qualifying Transaction will be carried out by parties dealing at arm's length to one another and therefore will not be considered to be a "Non-Arm's Length Qualifying Transaction", as such term is defined under the policies of the Exchange. As result, a meeting of the shareholders of the Corporation to approve the Qualifying Transaction is not a condition required to complete the Qualifying Transaction. In connection with the completion of the Qualifying Transaction, it is expected that the Corporation will change its name to "QE2 Acquisition Corp." (the "Name Change"). It is expected that upon completion of the Qualifying Transaction, the Resulting Issuer will meet the Initial Listing Requirements for a Tier 2 industrial segment issuer under the policies of the Exchange.

Crowsnest and QE2 will provide further details in respect of the Qualifying Transaction including the summary of financial information and the controlling shareholders of QE2, in due course once available by way of press release

Proposed Financing

The Letter of Intent contains a condition that a financing for gross proceeds of a minimum of $500,000 and a maximum of $1,000,000 (the "Private Placement") be completed in conjunction with, or prior to the closing of the Qualifying Transaction. It is anticipated, subject to the policies of the Exchange, that the Private Placement will be an offering of 12% subordinate note debentures ("Debentures") with a 2 year maturity period, convertible into common shares of the Resulting Issuer ("Common Shares") at a conversion price of $0.50 per Common Share (subject to adjustments) with a forced conversion when the simple 20 day trading average of the Common Shares on the Exchange has exceeded $0.65 per Common Share. The proceeds of the Private Placement will be used for general working capital and the Resulting Issuer's future growth plans.

The Corporation expects to execute an engagement letter ("Engagement Letter") with an agent in connection with the Private Placement. Details of the Engagement Letter and any compensation payable to an agent in connection with the Private Placement will be disclosed once the Engagement Letter has been executed, in a subsequent press release.

The Qualifying Transaction

Under the terms of the Letter of Intent, Crowsnest and QE2 will negotiate and enter into a definitive agreement incorporating the principal terms of the contemplated Qualifying Transaction set forth herein and, in addition, such other terms and provisions of a more detailed nature as the parties may agree upon.

Subject to any Exchange, regulatory, shareholder, director or other approvals that may be required, the completion of satisfactory due diligence by Crowsnest and QE2, the completion of the Private Placement, the Asset Acquisition, and the satisfaction of other conditions contained in the Letter of Intent, it is currently anticipated that the Qualifying Transaction will occur as a reverse takeover of Crowsnest by QE2. In addition, it is anticipated that Crowsnest will cause five of its principal shareholders to sell and transfer to principals of QE2 an aggregate of up to 1,275,000 common shares in the capital of Crowsnest ("Crowsnest Shares") currently held in escrow by Olympia Trust Company (the "Escrow Share Block"). QE2 expects to purchase the Escrow Share Block at a price of $0.15 per Crowsnest Share, for an aggregate purchase price of up to $191,250. It is anticipated that the sale and purchase of the Escrow Share Block will be completed pursuant to exemptions from the take-over bid requirements of applicable securities legislation and will close concurrent with the closing of the Qualifying Transaction. It is acknowledged and agreed to by the parties that the Escrow Share Block will remain subject to escrow in accordance with the policies of the Exchange.

On closing of the Qualifying Transaction, all options currently held by the Crowsnest directors and officers will be required to be exercised and the Resulting Issuer intends to issue new options to the new directors and officers of the Resulting Issuer, the details of which will be disclosed when finalized.

Summary Information Relating to QE2

QE2 was incorporated under the laws of Alberta on January 25, 2013 and is a forward-thinking firm that acquires and grows well-managed, profitable, asset-backed Alberta based businesses in the infrastructure & essential services sectors. QE2's growth strategy is a mergers and acquisitions program, which leverages the synergies that can be achieved by vertical and horizontal integration.

The management team of QE2 consists of:

Mike Belantis - Calgary, Alberta - Chief Executive Officer (CEO) and Director

Mr. Belantis has more than 15 years' experience identifying opportunities, investing and consulting for companies in both the private and public sectors. He has played an instrumental role in laying the foundation for many successful startups. One of his most recent startups has grown to a market cap in excess of $300 million. Mr Belantis was a co-founder and Manager of Business Development for Otis Gold Corp., a company listed on the Exchange, from 2008 to 2010. Prior to that, he undertook corporate development work for Timmins Gold Corp., a company listed on the Toronto Stock Exchange, for three years. As CEO, Mr. Belantis is involved in all aspects of QE2's acquisitions, investments and new project initiatives. He also leads the team in setting the strategy and vision for the organization and articulating the road map for growth and a sustainable competitive advantage.

Dr. Fletcher Morgan - Vancouver, British Columbia - Vice President of Acquisitions & Finance

Dr. Morgan is a strategic and management consultant with over 10 years' experience overseeing multi-million dollar projects and programs in the UK and Europe. Dr. Morgan has a masters and a veterinary medical degree from Cambridge University, UK, where he graduated in 1994 and 2000 respectively. His analytical work has included the US natural gas market and the North American Oil & Gas midstream service sector. In 2012, he acted as an advisor to one of the Big Six Canadian banks on commodity-related investment opportunities including liquefied natural gas transportation. From January 2013 to February 2014, Dr. Morgan was VP of Corporate Development for Angkor Gold Corp., a junior mining company publicly traded on the Exchange, which completed $4.3 million of cash deals in 2013. As VP of Acquisitions and Finance for QE2, Dr. Morgan oversees the organization of the finance and accounting departments providing procedural recommendations/benchmarks for improvement and managing preparation of all financial reports and projected outlooks for both QE2 and the newly acquired companies.

"The acquisitions of Pillar and PrivateCo provide a very solid platform for QE2 to support management's commitment to the development and growth of the company" states Dr. Morgan. "QE2 will enhance the organic growth of both entities through access to capital, sound financial structuring and marketing/sales channel expansion."

"With today's merger announcement with Crowsnest, we are better positioned to continue to build QE2 through aggressive, yet well planned and executed acquisitions," says Mr. Belantis. "We will be able to significantly broaden our investor base and have more access to capital, knowledge, and relationships - all which will enhance QE2's strategy allowing us to continue to grow".

Sponsorship of Qualifying Transaction

Sponsorship of the Qualifying Transaction is required by the Exchange unless an exemption from this requirement can be obtained in accordance with the policies of the Exchange. The Corporation intends to apply for an exemption to the sponsorship requirement. There is no assurance that an exemption from this requirement will be obtained.

Management of the Resulting Issuer

It is currently contemplated that on completion of the Qualifying Transaction, there will be up to five directors of the Resulting Issuer, one of which will be Mike Belantis and up to four additional directors to be named prior to closing. It is also anticipated that the current officers of QE2 will be the officers of the Resulting Issuer, with the details of the Chief Financial Officer and Corporate Secretary to be disclosed in a subsequent news release.

Trading Halt

The Crowsnest Shares are currently halted from trading, and the trading of the shares is expected to remain halted pending completion of the Qualifying Transaction.

Additional Information

If and when a definitive agreement between the Corporation and QE2 is executed, the Corporation will issue a subsequent press release in accordance with the policies of the Exchange containing the details of the definitive agreement and additional terms of the Qualifying Transaction including consideration payable pursuant to the Qualifying Transaction, information relating to sponsorship, summary financial information in respect of QE2, the controlling shareholder of QE2, and to the extent not contained in this press release, additional information with respect to the Private Placement, history of QE2 and the proposed directors, officers, and insiders of the Resulting Issuer upon completion of the Qualifying Transaction.

Completion of the Qualifying Transaction is subject to a number of conditions including, but not limited to, completion of the Private Placement, completion of the Asset Acquisition, the satisfaction of the Corporation and QE2 in respect of the due diligence investigations to be undertaken by each party, the completion of a definitive agreement in respect of the Qualifying Transaction, closing conditions customary to transactions of the nature of the Qualifying Transaction, approvals of all regulatory bodies having jurisdiction in connection with the Qualifying Transaction, Exchange acceptance and, if required by the Exchange policies, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approvals are obtained and there can be no assurance that the Qualifying Transaction will be completed as proposed or at all.

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 proposal to complete the Qualifying Transaction and associated transactions, including statements regarding the terms and conditions of the Qualifying Transaction, the Engagement Letter, the Private Placement, the use of proceeds of the Private Placement, the Name Change and the Asset Acquisition. The information about QE2 contained in the press release has not been independently verified by the Corporation. 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. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Qualifying Transaction, the Engagement Letter, the Private Placement, the Name Change, the Asset Acquisition and associated transactions, that the ultimate terms of the Qualifying Transaction, the Engagement Letter, the Private Placement, the Name Change, the Asset Acquisition and associated transactions will differ from those that currently are contemplated, and that the Qualifying Transaction, the Engagement Letter, the Private Placement, the Name Change, the Asset Acquisition 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 terms and conditions of the Qualifying Transaction 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. The statements in this press 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, 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.

The common shares have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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