Distinct Infrastructure Group Inc.
TSX VENTURE : DUG

August 26, 2015 10:21 ET

Distinct Infrastructure Group Inc.: Early Warning Report

TORONTO, ONTARIO--(Marketwired - Aug. 26, 2015) - Pursuant to the acquisition of DistinctTech Inc. ("DistinctTech") by Distinct Infrastructure Group Inc. (the "Company") (TSX VENTURE:DUG) (formerly QE2 Acquisition Corp.) on August 13, 2015, each of Joe Lanni and Alex Agius (collectively, the "Offerors") acquired direct ownership of an aggregate of 68,000,000 common shares in the capital of the Corporation.

The acquisition of DistinctTech was completed by way of a three corner amalgamation (the "Amalgamation") among the Company, its wholly-owned subsidiary ("Subco") and DistinctTech. The Amalgamation agreement was entered into among QE2, DistinctTech and Subco on June 29, 2015 (the "Agreement"). Upon the Amalgamation, which occurred on August 13, 2015, the Company acquired all of the securities of DistinctTech in exchange for the issuance of 217,218,927 QE2 common shares at a deemed value of $0.10 per common share and 27,782,823 common share purchase warrants in the capital of the Company for each DistinctTech common share and common share purchase warrant for aggregate consideration of $21,721,893. Pursuant to the terms of the Agreement, the shareholders of DistinctTech received one common share and one common share purchase warrant in exchange for each DistinctTech share and DistinctTech common share purchase warrant issued and outstanding.

Each of the Offeror now has direct ownership of 68,000,000 common shares in the capital of the Company, representing approximately 26.64% of the Company's issued and outstanding common shares. The Offerors may, from time to time, depending on market and other conditions, increase or decrease their holdings of the Company's securities.

An early warning report for each of the Offerors containing additional information with respect to the foregoing matters will be filed under the Company's SEDAR profile at www.sedar.com.

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