Corporate Presentation January 2015 TSX.V: QE .

Corporate Presentation January 2015 TSX.V: QE www.qe2corp.com

QE2 Acquisition Corp. www.qe2corp.comwww.qe2corp.com2 READERS ADVISORY This corporate presentation (the Presentation) has been prepared by management of QE2 Acquisition Corp. (the Corporation) based on public information and the Corporations confidential information. This Presentation is for information purposes only and is being made available on a confidential basis solely to enable the prospective investor to evaluate the securities of the Corporation (the Securities). This Presentation does not constitute an offer to sell to any person, or a general offer to the public of, or the general solicitation from the public of offers to subscribe or purchase, any of the Securities. Any unauthorized use of this Presentation is strictly prohibited. Distribution or copying of this Presentation, in whole or in part in any medium, to any person other than the prospective investor is prohibited without the prior written consent of the Corporation. The information contained in these slides, the Presentation made to you verbally and any other information provided to you (in writing or otherwise) in connection with the Corporation and its business (the Presentation Materials) is subject to updating, completion, revision, verification and amendment without notice which may result in material changes. The Presentation Materials are not intended to provide financial, tax, legal or accounting advice and do not purport to contain all the information that a prospective investor may require. Each prospective investor should perform and rely on its own investigation and analysis of the Corporation and the terms of any offering of the Securities, including the merits and risks involved, and are advised to seek their own professional advice on the legal, financial and taxation consequences of making an investment in the Corporation. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this presentation, and any representation to the contrary is an offence. Neither the Corporation nor the agent of the Corporation makes any representation or warranty, express or implied, and assumes no responsibility for the accuracy or completeness of the information contained in this Presentation or any other oral or written communication transmitted to prospective investors, and nothing contained in this summary is, or shall be relied upon as, a promise or representation by the Corporation or the agent of the Corporation as to the past or future performance of the Corporation. The Corporation does not undertake to provide any additional further information or to enter into negotiations regarding the investment opportunity to which these Presentation Materials relate. The Corporation retains the right, at any time, to terminate any discussions or negotiations with prospective investors. In the event of such termination the Corporation will not be under any obligation to disclose the reasons for such termination nor will they have any liability to any recipient hereof for any costs whatsoever incurred in the consideration of the information contained in these Presentation Materials.

QE2 Acquisition Corp. www.qe2corp.comwww.qe2corp.com3 FORWARD-LOOKING INFORMATION Certain statements contained in this Presentation are forward looking statements. These forward looking statements are not based on historical facts but rather on the expectations of management of the Corporation regarding the resulting company's future performance. All statements, other than statements of historical fact, may be forward looking statements. Forward looking statements are often, but not always, identified by the use of words such as seek, anticipate, plan, continue, estimate, expect, may, will, project, predict, propose, potential, targeting, intend, could, might, should, believe and similar expressions. 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, and actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements. Forward-looking statements contained in this Presentation include, but are not limited to, statements with respect to the Corporation's business strategy, the market in which the Corporation operates; the ability of the Corporation to successfully integrate businesses; the timing and nature of equity offerings to be completed by the Corporation; the Corporation's potential revenue; the ability of the Corporation to successfully complete mergers and acquisitions; the ability of the Corporation to realize on the potential of target companies; and other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. Forward-looking statements contained in this Presentation reflect the current beliefs and assumptions of the Corporation's management based on information in its possession as of the date of this Presentation. Readers are cautioned that the foregoing list is not exhaustive. The forward looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward looking statements included in this presentation are made as of the date of this presentation and the Corporation does not undertake and is not obligated to publicly update such forward looking statements to reflect new information, subsequent events or otherwise unless so required by applicable securities laws.

QE2 Acquisition Corp. www.qe2corp.comwww.qe2corp.com4 Table of Contents OUR FOCUS AND OBJECTIVE INVESTMENT HIGHLIGHTS ABOUT US Leadership Team Capitalizing on Canadas Growth Infrastructure Growth at Provincial Level QE2 Business Strategy PORTFOLIO COMPANIES Pillar Contracting Ltd. Candesto Enterprises Ltd. FINANCIAL HIGHLIGHTS QE2 Projections Capital Structure and Valuation Term Sheet WHY INVEST IN QE2 Contact Information Biographies Disclaimers

QE2 Acquisition Corp. www.qe2corp.comwww.qe2corp.com5 Our Focus & Objective We acquire Infrastructure and Utility Service companies that keep Canada growing. We are focused on a niche of SMEs that are capitalizing on the Infrastructure requirements across Canada. Over the next 10 years (2014-2024) the Government of Canada plans to invest $70 billion for public infrastructure, including the $53-billion New Building Canada Plan for provincial, territorial and municipal infrastructure. Strong proven Management team Active Board of Directors Strong Corporate Governance Aggressive M&A strategy Estimated Annual Revenues ($ millions) Focused on growing revenues to $100MM by 2018 Source: Infrastructure Canada

QE2 Acquisition Corp. www.qe2corp.comwww.qe2corp.com6 A Unique Strategy in a Unique Market History of Strong Returns and Growing Cash Flow Growing Through Focused Acquisitions Investment Highlights Consistency in Customer Base QE2 Acquisition Corp. (QE2) was founded to take advantage of Canadas booming economy through a unique strategy of aggregating infrastructure and utility service companies at compelling valuations Retaining key management ensures business continuity while QE2 brings breadth of growth avenues Investors receive exposure to infrastructure-focused companies that have proved resilient across a wide spectrum of market conditions Our current and future acquisition targets have a track-record of bottom line growth Portfolio companies Pillar Contracting and Candesto Enterprises have been providing infrastructure services in Alberta for the last 16 20 years; management is keen to continue building upon this success QE2 is designed to build upon this established growth through broader connections across Canada QE2 focuses on acquiring businesses that are largely independent of oil and gas fluctuations Our clients are municipalities, major utility companies and construction companies that primarily depend on general economic and population growth rather than cyclical factors The strategy of QE2 is to move quickly on strategic acquisitions that are complimentary to the portfolio Target purchase price of 2-3x EV/EBITDA translates to a significant multiple lift in the public markets Minimize equity dilution through a balanced leverage strategy Currently evaluating multiple acquisition opportunities

QE2 Acquisition Corp. www.qe2corp.comwww.qe2corp.com7 1. Compensation Committee 2. Audit Committee 3. Governance Committee Management Board of Directors Leadership Team

QE2 Acquisition Corp. www.qe2corp.comwww.qe2corp.com8 Capitalizing on Canadas Growth $70 billion for public infrastructure, including $53 billion New Building Canada Plan will support projects of national, regional and local significance that promote economic growth, job creation and productivity. The federal government works with provinces, territories, municipalities and the private sector to provide funds to economically- focused projects. With a P3 Screen for projects of over $100 million in eligible costs, our Government is ensuring that large infrastructure projects are delivered in the most cost-effective way. Source: Infrastructure Canada World-class infrastructure is the backbone of our country's economic productivity. Our Government is committed to investing in Canada's infrastructure to reduce commuting times for families, enhance economic competitiveness, encourage job creation and strengthen trade corridors. Housing, transportation, utilities and construction investment requirements has laid a strong foundation for the infrastructure-focused business of QE2 Government of Canada Infrastructure Allocation (2014-2019) ($ billions)

QE2 Acquisition Corp. www.qe2corp.comwww.qe2corp.com9 Infrastructure Growth at Provincial Level Source: Infrastructure Canada and Provincial Budgets British Columbia In Budget 2014, capital spending on infrastructure projects expected to total $17.7 billion over 3 years Alberta Government of Alberta will invest $19.2 billion in public infrastructure over 3 years Saskatchewan Plans to spend $2.5 billion on infrastructure over next 3 years Manitoba Recently unveiled 5 year, $5.5 billion Infrastructure Plan Provincial Infrastructure Spend Expected to be Strong Ontario Ontario plans to invest more than $130 billion in public infrastructure over the next 10 years. This will support more than 110,000 jobs on average each year in construction and related industries. Quebec The 2013-2023 Qubec Infrastructure Plan proposes $92.3 billion in spending affecting every sector of activity Serving municipalities and large construction companies, QE2 will gain full exposure to the infrastructure and utility service requirements in Canada Serving municipalities and large construction companies, QE2 will gain full exposure to the infrastructure and utility service requirements in Canada

QE2 Acquisition Corp. www.qe2corp.comwww.qe2corp.com10 Future Acquisitions QE2 Business Strategy QE2s strategy is to acquire infrastructure-focused service providers in Canada and improve their performance through superior operations management and business plan execution QE2 has already completed two private company acquisitions: Pillar Contracting and Candesto Enterprises Pillar Contracting has been providing street light installation and post painting services in Alberta for the last 16 years Candesto Enterprises has been providing street sign and guardrail installation in Alberta for the last 20 years QE2 focuses on operations across Canada Through its two initial acquisitions, QE2 has already gained a substantial client base The company has identified several high impact acquisitions to add to the existing portfolio QE2 Overview Current Clients Foundation for Future Growth Motivated Management Team Active Board of Directors Active Board of Directors Strong Corporate Governance Target acquisition multiples of 2.0-3.0x EV/EBITDA Management team in place and willing to stay for the transition period or longer Established client base and a history of successful operations Businesses with healthy margins and low or no debt Acquisition Criteria

QE2 Acquisition Corp. www.qe2corp.comwww.qe2corp.com11 Portfolio Company Overviews: Pillar Contracting Pillar Contracting was acquired by QE2 in October 2013 Primary services include: Street light bulb replacement and post painting Safety testing for street light integrity Traffic lights maintenance Flagging services and other 16 year history of success and growth Founder agreed to continue to operate the business after the sale Strong customer base includes major utility companies and municipalities in Alberta and Saskatchewan Potential expansion opportunity into private sector with a focus on parking lots, transmission boxes, cable boxes, oversized loads and other Recurring revenue streams through service and maintenance Ability to expand into Saskatchewan and Manitoba Overview

QE2 Acquisition Corp. www.qe2corp.comwww.qe2corp.com12 Overview Portfolio Company Overviews: Candesto Enterprises Candesto Enterprises was acquired in April 2014 2013 EBITDA of $1.5 mm Implied EV/EBITDA of 1.8x Primary services include: Assembly and installation of highway signs Guardrail and miscellaneous fencing installation Successful operating history of over 20 years with founder willing to stay for another five years Management expects consistent margins and operating performance in the future Customer base includes municipalities and general contractors Given Candestos experience and efficiency in guardrails and signage installation, direct competitors are likely to subcontract the companys services

QE2 Acquisition Corp. www.qe2corp.comwww.qe2corp.com13 Note: Based on management estimates and includes Includes $1.5 mm, 24 months, 12% convertible debt financing (assumed conversion after 24 months) QE2 and Candesto 2013A numbers are as of Jan. 31, 2014, Pillar 2013A numbers are as of Sep. 30, 2013. Future projections for all three companies are harmonized to Dec. 31 year-end QE2 Cash Flow Analysis (Based on Already Completed Acquisitions) QE2 Projections (Operations) EBITDA Projections Free Cash Flow Projections

QE2 Acquisition Corp. www.qe2corp.comwww.qe2corp.com14 Note: Based on management estimates and includes Includes $1.5 mm, 24 months, 12% convertible debt financing (assumed conversion after 24 months) QE2 and Candesto 2013A numbers are as of Jan. 31, 2014, Pillar 2013A numbers are as of Sep. 30, 2013. Future projections for all three companies are harmonized to Dec. 31 year-end QE2 Cash Flow Analysis (Based on Already Completed Acquisitions + QE2) QE2 Projections (Consolidated) EBITDA Projections Free Cash Flow Projections

QE2 Acquisition Corp. www.qe2corp.comwww.qe2corp.com15 Why Invest in QE2

QE2 Acquisition Corp. www.qe2corp.comwww.qe2corp.com16 Calgary Mailing Address: Suite 4034, 909 - 17 Ave SW, Calgary, AB, T2T 0A4 Mihali (Mike) Belantis CEO Direct: 1.403.701.7299 Email: [email protected]@QE2corp.com Contact Information Ben Leung CFO Direct: 1.403.613.6888 Email: [email protected]@QE2corp.com v3

QE2 Acquisition Corp. www.qe2corp.comwww.qe2corp.com17 Appendix A - Biographies Mike Belantis CEO 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 CEO, Mr. Belantis is involved in all aspects of QE2s 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. Ben Leung CFO Mr. Leung is a Chartered Accountant with over 20 years of financial accounting and management experience in both public practice and private industry. He has served as the QE2's Controller for the last 12 months focusing on financial reporting and internal controls. His experience includes financial reporting, taxation, risk management, human resources and corporate governance. Prior to joining QE2, Mr. Leung was a senior manager with a Calgary based accounting firm and focused on the audit and assurance department. Previous to that, he has held controllership positions with publicly listed companies in the pharmaceutical, oil and gas, and manufacturing industries.

QE2 Acquisition Corp. www.qe2corp.comwww.qe2corp.com18 Appendix A - Biographies Brent Buhler Vice President Finance Mr. Buhler is Managing Director of Cambio Merchant Capital, a Calgary-based boutique shop which provides merger and acquisition services for both foreign private equity groups, as well as growth-oriented domestic enterprises. For the past fifteen years, Mr. Buhler has provided value to many Canadian market sectors - from manufacturers to breweries, from energy service companies to exploration juniors and has experience with a wide spectrum of privately held Alberta- based companies. In addition to his broad business experience, Mr. Buhler has a varied academic background. He has studied business and marketing at University of Calgary and also holds a Master of Arts from Ambrose Seminary.

QE2 Acquisition Corp. www.qe2corp.comwww.qe2corp.com19 Appendix A - Biographies Maria Nathanail 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. Joe Gagliardi 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).

QE2 Acquisition Corp. www.qe2corp.comwww.qe2corp.com20 DISCLAIMERS (continued) Future-Oriented Financial Information This Presentation contains future-oriented financial information and financial outlook information (collectively, the "FOFI") about prospective results of operations, net income, financial position, cash flows, and components thereof, all of which are subject to the same assumptions, risk factors, limitations, and qualifications as set forth in the above paragraphs. FOFI contained in this Presentation was made as of the date of this Presentation and is provided for the purpose of giving a general overview of the business operations of the Corporation. The Corporation disclaims any intention or obligation to update or revise any FOFI contained in this Presentation, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law. Readers are cautioned that the FOFI contained in this document should not be used for purposes other than for which it is disclosed herein. The Corporation calculates EBITDA as "earnings before interest, taxes, depreciation and amortization". EBITDA does not have any standardized meaning prescribed by international financial reporting standards (IFRS) and therefore it may not be comparable with the calculation of similar measures for other entities. Management uses EBITDA to analyze the operating performance of the business. EBITDA as presented is not intended to represent cash provided by operating activities, net earnings or other measures of financial performance calculated in accordance with IFRS. Investor Rights Securities legislation in certain of the Canadian provinces provides purchasers of securities pursuant to an offering memorandum (such as this Presentation) with a remedy for damages or rescission, or both, in addition to any other rights they may have at law, where the offering memorandum and any amendment to it contains a "Misrepresentation". Where used herein, "Misrepresentation" means an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make any statement not misleading in light of the circumstances in which it was made. These remedies, or notice with respect to these remedies, must be exercised or delivered, as the case may be, by the purchaser within the time limits prescribed by applicable securities legislation. Purchasers should refer to such applicable securities legislation for the complete text of these rights or consult with a legal adviser. The following statutory rights of action for damages or rescission will only apply to a purchase of securities of QE2 Acquisition Corp. ("QE2" or the "Corporation") in the event that the foregoing presentation is deemed to be an offering memorandum pursuant to applicable securities legislation in the Provinces of Ontario, Saskatchewan, Manitoba, Newfoundland and Labrador, Nova Scotia, New Brunswick and Prince Edward Island. Resale Restrictions The shares will be subject to a number of resale restrictions, including a restriction on trading. Until the restriction on trading expires, a shareholder will not be able to trade the shares unless the shareholder complies with an exemption from the prospectus and registration requirements under securities legislation.

QE2 Acquisition Corp. www.qe2corp.comwww.qe2corp.com21 INVESTOR RIGHTS Ontario Securities legislation in Ontario provides that when an offering memorandum is delivered to an investor to whom securities are distributed in reliance upon the "accredited investor" prospectus exemption provided in Section 2.3 of NI 45-106 Prospectus and Registration Exemptions (the "Accredited Investor Exemption"), the right of action described below is applicable, unless the prospective purchaser is: (a) an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under Section 473(1) of that act; (b) a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services corporation, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction in Canada; (c) a Schedule III bank, meaning an authorized foreign bank named in Schedule III of the Bank Act (Canada); (d) the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada); or (e) a subsidiary of any person referred to in paragraphs (a), (b), (c) or (d), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by the directors of the subsidiary. Where an offering memorandum that contains a Misrepresentation is delivered in connection with a trade made in reliance on the Accredited Investor Exemption or certain other exemptions available under applicable securities legislation in Ontario, a purchaser who purchases a security offered by the offering memorandum during the period of distribution will have, without regard to whether the purchaser relied on the Misrepresentation, a statutory right of action for damages against the issuer and a selling security holder on whose behalf the distribution was made or, while still the owner of securities a right of rescission against the issuer or selling security holder on whose behalf the distribution was made. If the purchaser elects to exercise the right of rescission, the purchaser will have no right of action for damages. The right of action will be exercisable by the purchaser only if the purchaser commences the action, in the case of any action for rescission, not more than 180 days after the date of the transaction that gave rise to the cause of action and in the case of any action, other than an action for rescission, before the earlier of: (i) 180 days after the plaintiff first had knowledge of the facts giving rise to the cause of action; or (ii) three years after the date of the transaction that gave rise to the cause of action. A defendant shall not be liable for a Misrepresentation if it proves that the purchaser purchased the securities with knowledge of the Misrepresentation. In an action for damages, the defendant shall not be liable for all or any portion of the damages that the defendant proves do not represent the depreciation in value of the securities as a result of the Misrepresentation relied upon. In no case shall the amount recoverable for the Misrepresentation that exceeds the price at which the securities were offered.

Corporate Presentation January 2015 TSX.V: QE .

Documents

Transcript of Corporate Presentation January 2015 TSX.V: QE .