Crowsnest Acquisition Corp.

TSX VENTURE : CAW.P


April 03, 2014 18:02 ET

Crowsnest Acquisition Corp. Announces Termination of Engagement With Global Securities Corporation

CALGARY, ALBERTA--(Marketwired - April 3, 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"), announces further to its news release of March 13, 2014, that its engagement with Global Securities Corporation ("Global") as lead agent with respect to the private placement financing to be completed in connection with the Corporation's proposed "Qualifying Transaction" (as such term is defined in the policies of the Exchange) involving QE2 Acquisition Corp. ("QE2"), has been terminated effective March 26, 2014 by mutual agreement. Crowsnest thanks Global for its efforts on its behalf.

The Corporation expects to complete a private placement financing ("Private Placement") in connection with the Qualifying Transaction. The Corporation is currently in discussions to engage a potential agent and expects to execute an engagement letter ("Engagement Letter") with an agent in connection with the Private Placement shortly. Details of the Private Placement, 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.

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 and the receipt and review of applicable documentation by the Exchange.

Additional Information

Completion of the Qualifying Transaction and the Private Placement is 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 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 Private Placement, and the engagement of an agent for the 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 Qualifying Transaction 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 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 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.

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