Toronto, Ontario--(Newsfile Corp. - August 31, 2015) - Quinsam Opportunities I Inc. (TSXV: QOP) ("QOP" or the "Company") today announced that it has signed a non-binding letter of intent with Windward Holdings Inc. to complete a qualifying transaction (the "Transaction"). The Transaction will involve the merger of the Company with Windward Holdings Inc., carrying on business as Rossiter Boats ("Rossiter").

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 1990's. The expansion of the product line continued in 2014 when Rossiter began sales of the largest boat in its product line, the Rossiter 23' 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 fiberglass boat market. According to the National Marine Manufacturers Association (NMMA) 2013 data, Rossiter's sales represent less than 1% of the 23,856 units sold within the geographic segments of the outboard fiberglass market in which Rossiter competes. According to these data, Rossiter's Ontario/Quebec market share is approximately 2% while its share in the US market is well under 1%.

Rossiter's headquarters are located in Markdale, Ontario, where it operates from a 92,000 sq. foot facility with 50,000 sq. 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 (the "Rossiter facility").

The Rossiter 23' Classic Day Boat
To view an enhanced version of the Rossiter 23' Classic Day Boat, please visit:
 https://orders.newsfilecorp.com/files/3980/17041_quinsa1enhanced.jpg
 

The Louden Rowboat with Teak Finishings
To view an enhanced version of the Louden Rowboat with Teak Finishings, please visit:
https://orders.newsfilecorp.com/files/3980/17041_quinsa2enhanced.jpg

Transaction Structure

Rossiter shall complete a business combination (the "Transaction") 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 comprised of the sale of 733,333 units ("Units") at $3.00 per Unit (equivalent to $0.129 per QOP share post a 23.3 -for-1 split) for gross proceeds of not less than $2,200,000 (the "Financing"). Each Unit will be comprised of one common share, one-half (1/2) of one warrant, and one-tenth (0.1) of one liquidity warrant. Each whole warrant will entitle the holder to purchase one common share at a price of $5.00 (equivalent to $0.215 per QOP share post a 23.3 -for-1 split) for a period of twelve (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 6 months of the closing of the Financing. Fin-XO Securities Inc. (the "Agent") has been engaged by Windward Holdings Inc. to complete the Financing on a best effort basis. The Agent will be paid a commission equal to 7% 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% of the gross proceeds raised at $3.00 per share (equivalent to $0.129 per QOP share post 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 Cdn$8,624,517, with the valuation attributed to Rossiter Boats to be Cdn$7,274,517 (84.35% for approximately 48.2 million shares at a deemed price of $0.15 per share) and the valuation attributed to Quinsam Opportunities to be Cdn$1,350,000 (15.65% for 9.0 million shares at a deemed price of $0.15 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% of Rossiter pro forma the acquisition of Rossiter's facility but prior to the Financing: Scott Hanson and his affiliates (68.04%); and the Hayhurst family (27.77%) . The largest shareholder member of the Hayhurst family is James F.P. Hayhurst. All of the owners of over 10% 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 be comprised of 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 & CEO – Scott Hanson
• Chief Financial Officer - to be determined
• Chairman – Roger Dent
• Director – Eric Szustak
• Corporate Secretary – David Gardos

Mr. Scott Hanson holds an honors degree in Marine Design, Engineering and Boatbuilding from the Landing School, in Kennebunk, Maine. 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.

Roger Dent is the current Chairman, Chief Executive Officer and a director of QOP. He is the CEO and a director of Quinsam Capital Corporation and a director of Acuityads Holdings Inc. (TSXV), Quia Resources Inc. (TSXV) and California Nanotechnologies Inc. (TSXV). 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 #1 ranked Small Cap Analyst according to the Brendan Wood institutional investor survey.

Eric Szustak is the current President and director of QOP. He is the President, Corporate Secretary and a director of Quinsam Capital Corporation. Mr. Szustak is a Chartered Accountant with over 29 years of financial service, business development, marketing, accounting, and CFO 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.

David 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 December 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; and
• 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 TSXV's waiver of any requirement for sponsorship pursuant to the policies of the TSXV. If the TSXV does not waive sponsorship, Rossiter will arrange for sponsorship by a sponsor acceptable to the TSXV, 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.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

For further information please contact:

John Lewis
(416) 523-7086
john@quinsamcapital.com

Eric Szustak
(905) 330-7948
eric@quinsamcapital.com

Roger Dent (647)
993-5475
roger@quinsamcapital.com

CAUTIONARY STATEMENT: This news release contains "forward-looking statements" 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 and associated transactions. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Qualifying Transaction and associated transactions, that the ultimate terms of the Qualifying Transaction and associated transactions will differ from those that currently are contemplated, and that the Qualifying Transaction 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 statements in this news 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, Prodigy Ventures, or their respective financial or operating results or (as applicable), their securities. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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