Mr. Roger Dent reports

QUINSAM OPPORTUNITIES I INC. ANNOUNCES LETTER OF INTENT FOR QUALIFYING TRANSACTION WITH WINDWARD HOLDINGS INC. CARRYING ON BUSINESS AS ROSSITER BOATS

Quinsam Opportunities I Inc. has signed a non-binding letter of intent with Windward Holdings Inc. to complete a qualifying transaction. The transaction will involve the merger of the company with Windward Holdings Inc., carrying on business as Rossiter Boats.

Rossiter Boats

Founded by George Rossiter, Rossiter Boats has been manufacturing high-quality, semi-custom recreational watercraft for over 40 years. Rossiter was founded as a producer of high-quality rowboats and expanded its offering into the outboard fibreglass powerboat segment in the late 1990s. The expansion of the product line continued in 2014 when Rossiter began sales of the largest boat in its product line, the Rossiter 23-foot Classic Day Boat.

Rossiter is positioned as a distinctive, quality brand, delivering exceptional big-water performance in a product that is more stylish, smaller and more efficient than its competitors. Rossiter also differentiates itself by delivering attentive, personalized service to its dealers and customers.

In 2007, Rossiter was sold by its founder to a group led by its chief executive officer, Scott Hanson. It also transitioned from a direct-to-customer business model to a dealer-distribution model.

Since 2007, Rossiter has focused on the expansion of its dealer network in the U.S. Great Lakes, northeast and southeast regions to capitalize on the high proportion of North American boating done in these regions due to population density and waterfront homes. The decline in the Canadian dollar has helped enhance the competitiveness of the Rossiter products in the U.S. marketplace.

Rossiter now has 15 dealers across North America including the addition of dealers in Florida (2012), Massachusetts (2013), Nova Scotia (2013), Maine (2014), Muskoka (2014) and Michigan (2015). The addition of dealers in New England and the Southern United States has contributed to growth and also reduced the seasonality of the business.

Rossiter primarily competes in the outboard fibreglass boat market. According to National Marine Manufacturers Association (NMMA) 2013 data, Rossiter's sales represent less than 1 per cent of the 23,856 units sold within the geographic segments of the outboard fibreglass market in which Rossiter competes. According to these data, Rossiter's Ontario/Quebec market share is approximately 2 per cent, while its share in the U.S. market is well under 1 per cent.

Rossiter's headquarters are located in Markdale, Ont., where it operates from a 92,000-square-foot facility with 50,000 square feet of manufacturing and additional space available for expansion and seasonal storage. As part of the qualifying transaction, the company will assume ownership of its manufacturing facility.

Transaction structure

Rossiter shall complete a business combination with QOP whereby the holders of securities of Rossiter shall be issued securities of QOP, and QOP shall complete a name change to Rossiter Boat Group Inc., or such other name as may be determined, and carry on the business of Rossiter as the parent company (Resultco).

Closing of the transaction is conditional upon completion by Rossiter of a brokered private placement financing to accredited investors comprising the sale of 733,333 units at $3.00 per unit (equivalent to 12.9 cents per QOP share, after a 23.3-for-1 split) for gross proceeds of not less than $2.2-million. Each unit will comprise one common share, one-half of one warrant and one-10th of one liquidity warrant. Each whole warrant will entitle the holder to purchase one common share at a price of $5.00 (equivalent to 21.5 cents per QOP share, after a 23.3-for-1 split) for a period of 12 months. Each whole liquidity warrant will entitle the holder to receive, for no additional consideration, one common share in the event that a liquidity event does not occur within six months of the closing of the financing. Fin-XO Securities Inc. has been engaged by Windward Holdings Inc. to complete the financing on a best-efforts basis. The agent will be paid a commission equal to 7 per cent of the gross proceeds of the financing. The agent will also receive a $10,000 work fee plus broker warrants to acquire additional Rossiter shares totalling 7 per cent of the gross proceeds raised at $3.00 per share (equivalent to 12.9 cents per QOP share, after a 23.3-for-1 split).

Prior to the merger with QOP, Rossiter will implement certain debt conversions and will acquire the Rossiter facility. Rossiter will then split its shares on a 23.3-for-1 basis. The valuation of Rossiter Boats and QOP on an undiluted basis, inclusive of the financing and the Rossiter facility, shall be not less than an aggregate of $8,624,517, with the valuation attributed to Rossiter Boats to be $7,274,517 (84.35 per cent for approximately 48.2 million shares at a deemed price of 15 cents per share) and the valuation attributed to Quinsam Opportunities to be $1.35-million (15.65 per cent for 9.0 million shares at a deemed price of 15 cents per share).

Following these transactions and the financing, Rossiter is expected to have approximately 57.2 million shares outstanding on a basic basis. Rossiter is expected to have approximately 16.1 million warrants and options outstanding, including approximately 8.6 million issued in conjunction with the financing.

The following are owners of over 10 per cent of Rossiter pro forma the acquisition of Rossiter's facility but prior to the financing: Mr. Hanson and his affiliates (68.04 per cent), and the Hayhurst family (27.77 per cent). The largest shareholder member of the Hayhurst family is James F.P. Hayhurst. All of the owners of over 10 per cent of Rossiter are residents of Ontario.

Other matters

The board of directors of Resultco at closing, and for a period of two years thereafter, shall comprise five people, three being nominees of QOP and the remaining two being nominees of Rossiter. The directors shall include Scott Hanson, Roger Dent and Eric Szustak, and the remaining directors shall be determined.

Officers of Resultco will include the following:

• President and chief executive officer -- Scott Hanson;
• Chief financial officer -- to be determined;
• Chairman -- Roger Dent;
• Director -- Eric Szustak;
• Corporate secretary -- David Gardos.

Mr. Hanson holds an honours degree in marine design, engineering and boat building from the Landing School in Kennebunk, Me. He also brings over 25 years of marketing and business management experience to Rossiter, having worked for and with many leading domestic and international consumer, packaged goods, financial and automotive manufacturers throughout his business career before purchasing Rossiter in 2007.

Mr. Dent is the current chairman and chief executive officer, and a director of QOP. He is the CEO and a director of Quinsam Capital Corp., and a director of AcuityAds Holdings Inc., Quia Resources Inc. and California Nanotechnologies Corp. Mr. Dent has been involved in Canadian small-cap markets as an investor, fund manager, research analyst and investment banker for over 25 years. Most recently, he was a noted portfolio manager with Matrix Fund Management Inc., where he guided the Matrix Small Companies Fund and the Matrix Strategic Small Cap Fund. Previously, he was vice-chairman of one of Canada's largest independent investment dealers. He was formerly the No. 1 small-cap analyst according to the Brendan Wood institutional investor survey.

Mr. Szustak is the current president and a director of QOP. He is the president and corporate secretary, and a director of Quinsam Capital Corp. Mr. Szustak is a chartered accountant with over 29 years of financial service, business development, marketing, accounting and chief financial officer experience. Mr. Szustak has worked at both small and large accounting firms, advising small and mid-sized businesses. His background includes 14 years with three national brokerage firms in various positions, including private client wealth group, management and securities compliance.

Mr. Gardos is a partner with Peterson & Company, having joined the firm in 2010 after completing his articles at a major Toronto law firm which included a secondment to the Ontario Securities Commission. His practice focuses on advising public companies in a variety of transactions including initial public offerings, public and private offerings of equity securities, mergers and acquisitions, and general securities compliance and corporate governance matters.

The closing will occur as soon as possible, with each party using their reasonable best efforts to achieve a target closing date before Dec. 31, 2015. Completion of the transaction is subject to a number of conditions, including but not limited to completion of the financing and the following:

• Negotiation and execution of a definitive amalgamation agreement;
• Completion of satisfactory due diligence by each party;
• Each of Rossiter and QOP obtaining all necessary director and shareholder approvals;
• Obtaining any required regulatory consents;
• Approval of the transaction by the TSX Venture Exchange as a qualifying transaction for QOP.

Each party will pay its own expenses in connection with the transaction, whether or not the transaction is completed.

Additional financial disclosure will be provided by the company in a subsequent news release.

Approval of the transaction by the shareholders of QOP is not required. Windward Holdings Inc. is incorporated under the laws of the Province of Ontario.

Rossiter and QOP will request the TSX-V's waiver of any requirement for sponsorship pursuant to the policies of the TSX-V. If the TSX-V does not waive sponsorship, Rossiter will arrange for sponsorship by a sponsor acceptable to the TSX-V, Rossiter and QOP.

Completion of the transaction is subject to a number of conditions, including but not limited to exchange acceptance and, if applicable pursuant to exchange requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the 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 transaction, any information released or received with respect to the 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.