CALGARY, ALBERTA–(Marketwired – July 21, 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.
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.
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.
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.
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.
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.
Crowsnest Acquisition Corp.
QE2 Acquisition Corp.
CEO and Director