Mr. Gordon McCormack reports

CROWSNEST ACQUISITION CORP. PROVIDES AN UPDATE ON ITS PROPOSED QUALIFYING TRANSACTION AND ANNOUNCES PROPOSED MANAGEMENT TEAM

Crowsnest Acquisition Corp. is proceeding with its proposed qualifying transaction (as such term is defined in the policies of the exchange) involving QE2 Acquisition Corp., as previously disclosed in the news release of Crowsnest dated Feb. 28, 2014, and available under the corporation's SEDAR profile. 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 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 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 per cent, 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 Sept. 30, 2014, and if the qualifying transaction is completed on or before Sept. 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, with Canaccord Genuity Corp., 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 $1.5-million 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. 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-per-cent convertible unsecured subordinated debenture of QE2 upon satisfaction of certain escrow release conditions. Each QE2 debenture will be exchanged for one 12-per-cent convertible unsecured subordinated debenture of the resulting issuer with a par value of $1,000 per each resulting issuer debenture and a two-year maturity period, convertible into common shares of the resulting issuer at a conversion price of 50 cents 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 65 cents 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 per cent of the aggregate gross proceeds from subscription receipts on the closing of the qualifying transaction. QE2 will also issue broker warrants to Canaccord equal to 8 per cent 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 50 cents 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 three million common shares in the capital of Crowsnest currently held in escrow by Olympia Trust Company, 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 15 cents 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 comprise the individuals outlined below. The following is a brief description of the background and experience of the proposed management team

Mike Belantis, Calgary, Alta., 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 start-ups. 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 co-ordinating with other business units. He leads the team to ensure the organization has the drive, motivation and energy needed to succeed.

Rob Harding, Calgary, Alta., chief financial officer

Mr. 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 Corp., where he held positions of controller, vice-president, finance, and chief financial officer, and vice-president, corporate services, where he was part of the leadership team that delivered a multibillion-dollar joint venture with Petro China and 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 multibillion-dollar liquefied natural gas facilities. He received his certified management accountant in 1996, a master 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.

Dr. Fletcher Morgan, Vancouver, B.C., executive vice-president

Dr. Morgan is a strategic and management consultant with over 10 years experience overseeing multimillion-dollar projects and programs in the United Kingdom and Europe. Dr. Morgan has both a master's degree and a medical degree from Cambridge University, United Kingdom. His analytical work has included the U.S. natural gas market and the North American oil and gas mid-stream service sector. In 2012, he acted as an adviser to one of the Big Six Canadian banks on commodity-related investment opportunities including LNG transportation. As executive vice president, Dr. Fletcher will be leading identification of new business opportunities, conducting required due diligence on potential targets and managing the acquisition process from scoping and planning to modelling and negotiations of final closing transactions. Currently, Dr. Morgan is working on completing his chartered financial analyst.

Maria Nathanail, Calgary, Alta., corporate secretary and director

Ms. Nathanail has been practising 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, Alta., practising 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, Alta., director

Mr. Bachman is currently employed as the chief operating officer of Enterprise Group Inc. 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 1 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, Alta., director

Mr. Gagliardi is a certified management accountant and the founding partner of a successful Alberta-based recruiting firm, Recruitment Partners. Prior to his eight years as a professional recruiter, Mr. Gagliardi worked as a senior accounting professional with both private and publicly 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, Alta., 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. (TSX Venture Exchange), Richmond Road Capital Corp. (TSX-V) 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 Corp., 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.

We seek Safe Harbor.