Crowsnest Acquisition Corp. Provides an Update on Its Proposed Qualifying Transaction and Announces Proposed Management Team

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Crowsnest Acquisition Corp. (TSX VENTURE:CAW.P) (the "Corporation" or
"Crowsnest"), a "capital pool company" listed on the TSX Venture Exchange
("Exchange"), is pleased to announce that it is proceeding with its proposed
"Qualifying Transaction" (as such term is defined in the policies of the
Exchange) involving QE2 Acquisition Corp. ("QE2"), as previously disclosed in
the news release of Crowsnest dated February 28, 2014 and available under the
Corporation's SEDAR profile at www.sedar.com. 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. Upon completion of the Qualifying Transaction, the combined entity
(the "Resulting Issuer") will continue to carry on the business of QE2.


Bridge Loan 

Subject to Exchange approval and in accordance with Section 8.5 of Exchange
Policy 2.4 - Capital Pool Companies, Crowsnest intends to provide a secured
bridge loan (the "Bridge Loan") of $150,000 to QE2. The proceeds from the Bridge
Loan will be applied by QE2 to pay-out and fully satisfy certain trade creditors
of QE2, as will be more fully described in the filing statement of Crowsnest
prepared in connection with the Qualifying Transaction and which will be made
available under the Corporation's SEDAR profile in due course. The Bridge Loan
will not be advanced until: (i) at least 15 days from the dissemination of this
news release; and (ii) the Corporation has received Exchange approval for the
Bridge Loan. 


In the event that the Qualifying Transaction is not completed, the Bridge Loan
will become payable in full on demand. The Bridge Loan will bear interest at the
annual rate of 5%, calculated and payable monthly and will be evidenced and
secured by a loan agreement, a promissory note, a fixed and floating charge
debenture and a general security agreement with a subordinate charge security
against all of the assets of QE2. The Bridge Loan will be repayable on September
30, 2014 and if the Qualifying Transaction is completed on or before September
30, 2014, interest incurred on the Bridge Loan will not be payable by QE2.


Concurrent Financing

Further to the press release of the Corporation dated April 16, 2014, the
Corporation announces that QE2 has entered into a new engagement letter dated
May 8, 2014 (the "Engagement Letter") with Canaccord Genuity Corp. ("Canaccord")
with respect to the financing to be completed in connection with the Qualifying
Transaction. Under the terms of the Engagement Letter, Canaccord has been
appointed to act as QE2's agent to raise, on a "commercially reasonable efforts"
basis, gross proceeds of up to $1,500,000 (the "Private Placement") to be
completed in conjunction with, or prior to the closing of the Qualifying
Transaction. Subject to the policies of the Exchange, the Private Placement will
consist of an offering of subscription receipts of QE2 ("Subscription
Receipts"). Each Subscription Receipt will be automatically exchanged
immediately prior to the completion of the Qualifying Transaction (without any
further action by the holder of such Subscription Receipt and for no further
payment) for one 12% convertible unsecured subordinated debenture of QE2 ("QE2
Debentures") upon satisfaction of certain escrow release conditions (the "Escrow
Release Conditions"). Each QE2 Debenture will be exchanged for one 12%
convertible unsecured subordinated debenture of the Resulting Issuer ("Resulting
Issuer Debentures") with a par value of $1,000 per each Resulting Issuer
Debenture and a 2 year maturity period, convertible into common shares of the
Resulting Issuer ("Resulting Issuer Shares") at a conversion price of $0.50 per
Resulting Issuer Share (subject to adjustments). The Resulting Issuer will be
able to force the conversion of the Resulting Issuer Debentures if the simple 20
day trading average of the Resulting Issuer Shares on the Exchange has exceeded
$0.65 per Resulting Issuer Share. The proceeds of the Private Placement will be
used for general working capital and the Resulting Issuer's future growth plans.
The QE2 Debentures, Resulting Issuer Debentures and underlying shares will be
subject to hold periods in accordance with applicable securities law. 


Canaccord will receive a cash commission of 8% of the aggregate gross proceeds
from Subscription Receipts on the closing of the Qualifying Transaction. QE2
will also issue broker warrants ("Broker Warrants") to Canaccord equal to 8% of
the number of Subscription Receipts sold under the Private Placement upon
closing of the Qualifying Transaction. Each Broker Warrant will be exercisable
to acquire one class "B" common share of QE2 at a price of $0.50 per share for a
period of 24 months from the closing of the Qualifying Transaction. The Broker
Warrants will be subject to hold periods in accordance with applicable
securities law. Canaccord will also be reimbursed for its reasonable legal and
out-of-pocket expenses and will also receive a corporate finance fee.


Sale of Escrowed Shares

Subject to Exchange approval, it is anticipated that Crowsnest will cause
certain of its principal shareholders to sell and transfer to principals of QE2
an aggregate of up to 3,000,000 common shares in the capital of Crowsnest
("Crowsnest Shares") currently held in escrow by Olympia Trust Company (the
"Escrow Share Block"), increased from the previously announced aggregate Escrow
Share Block of up to 1,275,000 Crowsnest Shares. 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 $450,000. It is anticipated that the sale and purchase
of the Escrow Share Block 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.


Management of the Resulting Issuer

Subject to completion of the Qualifying Transaction and receipt of the requisite
approvals, including approval of the Exchange, it is proposed that the
management team of the Resulting Issuer will be comprised of the individuals
outlined below (the "Proposed Management Team"). The following is a brief
description of the background and experience of the Proposed Management Team:


Mike Belantis - Calgary, Alberta - Chief Executive Officer 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 has grown to a market cap in excess of $300
million. As Chief Executive Officer of QE2, 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.
Mr. Belantis is involved in identifying prospective targets and market
opportunities; in the case of acquisitions, conducting due diligence,
determining appropriate valuation and structure, developing strategy for and
conducting negotiations, driving activities to closure and coordinating with
other business units. He leads the team to ensure the organization has the
drive, motivation and energy needed to succeed.


Rob Harding - Calgary, Alberta - Chief Financial Officer

Rob Harding is a senior financial and management professional with over 20 years
of experience in start-ups through to multinational entities in the bulk highway
transportation, engineering and construction and oil and gas industries. His
experience includes accounting, risk management, strategic leadership, corporate
finance, corporate governance, human resources and facilities management. Mr.
Harding was most recently with Athabasca Oil Corporation where he held positions
of Controller, Vice-President Finance & Chief Financial Officer and
Vice-President Corporate Services where he was part of the leadership team that
delivered a multi-billion dollar joint venture with Petro China, a $1.3 billion
initial public offering, grew the oil sands contingent resources to over 10
billion barrels and expanded into light oil increasing production from inception
to over 5,000 barrels of oil equivalent per day. Mr. Harding lived and worked
internationally for over four years within the oil and gas industry with
involvement in projects ranging from field operations for approximately 20,000
barrels per day production to construction and operation of multi-billion dollar
LNG facilities. He received his Certified Management Accountant in 1996, an
Masters of Business Administration in 2006 and recently earned the ICD.D
designation as a graduate of the Institute of Corporate Directors. Mr. Harding
currently serves on the board of directors and audit committee of CMA Alberta.


Fletcher Morgan - Vancouver, British Columbia - Executive Vice President 

Dr. Fletcher Morgan is a strategic and management consultant with over 10 years'
experience overseeing multi-million dollar projects and programs in the United
Kingdom and Europe. Dr. Morgan has both a masters and a medical degree from
Cambridge University, United Kingdom. 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 LNG transportation. As
Executive Vice President, Fletcher will be leading identification of new
business opportunities, conducting required due diligence on potential targets
and managing the acquisition process from scoping & planning to modeling &
negotiations of final closing transactions. Currently, Dr. Morgan is working on
completing his Chartered Financial Analyst.


Maria Nathanail - Calgary, Alberta - Corporate Secretary and Director

Ms. Nathanail has been practicing law since 2006. Her experience has helped her
to develop her excellent legal, commercial and business development skills. She
has acted for many start-up companies providing guidance through the growth
process. She is currently an associate with Burstall Winger Zammit LLP in
Calgary, Alberta, practicing in the areas of securities, corporate finance,
mergers and acquisitions and general corporate commercial law. Prior to that,
Ms. Nathanail was an associate with Torys LLP and Gowling Lafleur Henderson LLP.
Ms. Nathanail obtained a Bachelor of Arts Degree in Political Science from the
University of Calgary and a Juris Doctor from the University of Saskatchewan.


Douglas Bachman - St. Albert, Alberta - Director

Mr. Bachman is currently employed as the Chief Operating Officer of Enterprise
Group, Inc. ("Enterprise"), and was instrumental in the purchase of three
companies over the past 12 months. Prior to his employment with Enterprise, Mr.
Bachman gained more than 25 years' experience in corporate finance and
management from a tier one Canadian chartered bank. During his financial career
Mr. Bachman has attained numerous top performance and achievement awards across
Canada. Mr. Bachman has a Business Management Degree and has completed numerous
other courses including Financial Credit and Risk Analysis and the Canadian
Securities Certificate, and is a graduate of the University of Alberta Corporate
Executive Program. 


Joe Gagliardi - Edmonton, Alberta - Director 

Mr. Gagliardi is a Certified Management Accountant and the founding partner of a
successful Alberta-based recruiting firm, Recruitment Partners. Prior to his 8
years as a professional recruiter Mr. Gagliardi worked as a senior accounting
professional with both private and publically traded organizations, earning him
a wide spectrum of experience in industrial manufacturing, oil and gas service
companies, food processing and agriculture, where he has held roles from
Controller to CFO. Mr. Gagliardi is an active volunteer in the business
community, particularly as a director on the board of directors for CMA Alberta
and as the Chair of the Business Advisory Council for the J.R. Shaw School of
Business (NAIT). 


Robb McNaughton - Calgary, Alberta - Director 

Mr. McNaughton has been a partner in the Securities and Capital Markets Group at
the law firm Borden Ladner Gervais LLP since July 2013. From March 2010 to July
2013, Mr. McNaughton was a partner in the corporate finance group at the law
firm Gowling Lafleur Henderson LLP. Previously to this, Mr. McNaughton was a
lawyer and partner with Fraser Milner Casgrain LLP (currently Dentons LLP). Mr.
McNaughton is currently a director of Triox Ltd. (TSXV), Richmond Road Capital
Corp. (TSXV) and Brevia Energy Inc., a private oil and gas corporation. Mr.
McNaughton worked from September 2002 to November 2003 as the Vice-President of
Strategy and Corporate Operations at Assante Corporation, which was a financial
services company formerly listed on the Toronto Stock Exchange that was sold to
CI Financial in 2003 for approximately $850 million. Mr. McNaughton graduated
from Queen's University with a Bachelor of Arts (Honours) degree in 1991. In
2000, Mr. McNaughton received a Bachelor of Laws degree and a Master of Business
Administration degree from the University of Western Ontario's Faculty of Law
and Richard Ivey School of Business. 


Trading Halt

The Crowsnest Shares are currently halted from trading and are to remain halted
from trading until completion of the qualifying transaction in accordance with
the policies of the Exchange.


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, summary financial information in respect
of QE2, and to the extent not contained in this press release, additional
information with respect to the Private Placement.


Completion of the Qualifying Transaction is subject to a number of conditions
including, but not limited to, completion of the Private Placement, 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 Bridge Loan, the Private
Placement, the use of proceeds of the Private Placement, and the Proposed
Management Team. 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 Proposed Management Team will not become the management team of the
Resulting Issuer, the parties will not proceed with the Qualifying Transaction,
the Bridge Loan, the Private Placement and associated transactions, that the
members of the Proposed Management Team or the ultimate terms of the Qualifying
Transaction, the Bridge Loan, the Private Placement, and associated transactions
will differ from those that currently are contemplated, and that the Qualifying
Transaction, the Bridge Loan, 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
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 securities of Crowsnest and 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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Crowsnest Acquisition Corp.
Gordon McCormack
[phone]
[e-mail]


QE2 Acquisition Corp.
Mike Belantis
CEO and Director
[phone]
[e-mail]