QE2 Acquisition Corp. Announces Closing of Qualifying Transaction
CALGARY, ALBERTA--(Marketwired - Oct. 21, 2014) -
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QE2 Acquisition Corp. (formerly Crowsnest Acquisition Corp.) (the "Corporation") (TSX VENTURE:CAW.P), is pleased to announce that further to its news releases dated February 28, 2014, April 16, 2014, July 21, 2014, September 4, 2014 and October 7, 2014 that it has closed its Qualifying Transaction (as such term is defined in the policies of the TSXV) and subject to receiving final TSX Venture Exchange ("TSXV") acceptance, the Corporation's common shares are expected to resume trading on the TSXV on or about October 31, 2014 under the trading symbol "QE".
On October 20, 2014, QE2 Acquisition Corp. ("QE2") and Crowsnest Acquisition Corp. ("Crowsnest") completed a business combination transaction whereby Crowsnest purchased all of the issued and outstanding common shares in the capital of QE2 ("QE2 Shares") and warrants to purchase QE2 Shares in exchange for 21,912,766 common shares at a deemed price of $0.15 per common share in the capital of Crowsnest ("Crowsnest Shares") and 2,943,112 warrants to purchase Crowsnest Shares exercisable at a price of $0.50 per Crowsnest Share, respectively on a one-for-one basis, which resulted in QE2 becoming a wholly-owned subsidiary of Crowsnest (the "Transaction"). The combined entity (the "Resulting Issuer") has changed its name to QE2 Acquisition Corp. and will carry on the business of QE2.
As a condition to closing the Transaction, on October 7, 2014 QE2 completed a brokered private placement financing of 1,298 subscription receipts at $1,000 per subscription receipt and raised gross proceeds of $1,298,000. Upon completion of the Transaction, these subscription receipts automatically converted into 1,298 convertible unsecured subordinated debentures of the Resulting Issuer, with principal convertible at $0.50 per Resulting Issuer share until October 20, 2016.
Pursuant to the option plan of Crowsnest, 600,000 Crowsnest Shares were reserved for issuance and were exercised at a price of $0.10 per share immediately after completion of the Transaction by former management of Crowsnest.
QE2 Acquisition Corp.'s CEO, Mihalis Belantis said of the announcement, "This represents another significant milestone achieved for QE2. We're incredibly excited to be entering the public markets and look forward to continuing on with our plan to be a pivotal player in the infrastructure and utility service sectors."
Following closing of the Transaction, the incumbent directors and officers of the Resulting Issuer tendered their resignations and the board of directors of the Corporation is now comprised of the following individuals: Doug Bachman, Mihalis Belantis, Joe Gagliardi, Robb McNaughton and Maria Nathanail. In addition, Mihalis Belantis has been appointed as the Chief Executive Officer, Rob Harding has been appointed as the Chief Financial Officer and Maria Nathanail has been appointed as the Corporate Secretary.
For further information relating to the Corporation, QE2, the Transaction and the Resulting Issuer, please refer to the Filing Statement of the Corporation dated August 29, 2014 as filed on SEDAR under the Corporation's profile on www.sedar.com.
About QE2 Acquisition Corp. (www.qe2corp.com):
QE2 is a forward thinking, Alberta-founded firm that acquires and grows well-managed, profitable, asset-backed, Alberta-based businesses in the infrastructure and utility service sectors. QE2's growth strategy is a mergers and acquisitions program which leverages the synergies that can be achieved by vertical and horizontal integration. For investment inquiries, please contact QE2 Acquisition Corp., #4034, 909 - 17th Avenue SW, Calgary, Alberta, T2T 0A4, Tel: (403) 478-0055, Fax: (403) 770-8468, Email: email@example.com.
Investors are cautioned that, except as disclosed in the Filing Statement 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.
Statements in this press release contain forward-looking information including without limitation, timing for commencement of the reinstatement for trading of the common shares of QE2 on the TSXV. The words "will," "anticipate," believe," "estimate," "expect," "intent," "may," "project," "should," and similar expressions are intended to be among the statements that identify forward-looking statements. The forward-looking statements are founded on the basis of expectations and assumptions made by the Corporation. Readers are cautioned that assumption used in the preparation of such information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Corporation. The Corporation does not have any obligation to update or revise any forward-looking statements except as expressly required by applicable securities laws.
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 securities of QE2 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.
CEO and Director