Distinct Infrastructure Group Inc. (Formerly QE2 Acquisition Corp.) Announces 2015 Third Quarter Results

TORONTO, ON --(Marketwired - October 28, 2015) - Distinct Infrastructure Group Inc. (the "Company" or "DIG") (TSX VENTURE: DUG) announces that during the third quarter ended August 31, 2015, the Company generated revenue of $8,727,311, EBITDA of $1,466,038 and net earnings of $527,587 or $0.0025 per share, compared to revenue of $6,667,846, EBITDA of $1,071,939, and a net earnings of $680,326 or $0.0045 per share during the same quarter of 2014. The increase of $394,099 in EBITDA was mainly attributable to increases in revenue from construction and new build out of telecommunications infrastructure in Ontario.

During the nine month period ended August 31, 2015, the Company generated revenue of $23,399,392, EBITDA of $3,643,256, and net earnings of $1,337,392 or $0.0076 per share, compared to revenue of $18,202,284, EBITDA of $2,709,626, and net earnings of $1,434,797 or $0.0095 per share. The increase in revenue and EBITDA in 2015 compared to 2014 was mainly attributable to increased telecommunication construction activities in the Ontario region. Also, the Company acquired QE2 on August 13, 2015, which included two weeks of operations in the consolidated financial statements. However, the Company had increases in general and administration cost as a result of increased selling, general and administrative expenses, as well as additional depreciation of assets, and interest costs. The expenses associated with the Company becoming publicly listed on the TSXV in August 2015, also had a negative impact on EBITDA.

DIG's working capital at August 31, 2015 was $7,527,964 as compared to $1,815,675 as at August 31, 2014.

The following is a summary of selected financial information of the Company:


For the three months For the nine months

ended Aug 31, ended Aug 31,


Operating Results 2015 2014 2015 2014



Revenue 8,727,311 6,667,846 23,399,392 18,202,284

Operating expenses 7,565,160 5,763,865 20,662,655 15,911,733

Operating margin (1) 2,945,981 1,980,813 7,495,093 5,201,536

Net earnings 527,587 680,326 1,337,392 1,434,797

Earnings per share 0.0025 0.0045 0.0076 0.0095

Weighted average

shares 214,009,174 151,000,000 176,927,358 151,000,000

EBITDA (1) 1,466,038 1,071,939 3,643,256 2,709,626




For the nine months ended August 31,


Cash Flows 2015 2014



Cash from operations (3,902,590) (3,328,275)

Cash from (used in) investing (5,013,399) (2,112,460)

Cash from financing 9,012,884 5,470,400




Financial Position as at August 31, 2015 August 31, 2014


Working capital (1) $ 7,527,964 $ 1,815,675

Capital assets (1) 9,304,500 3,523,852

Total assets 33,392,514 17,231,529

Long-term debt 5,556,000 1,815,542





(1) Operating margins and EBITDA are not recognized measures under IFRS,

and are unlikely to be comparable to similar measures presented by

other companies. Management believes that, in addition to net

earnings, the measures described above are useful as they provide an

indication of the results generated by the Company's principal

business activities. Similarly, capital assets and working capital are

not recognized measures under IFRS, however, management believes that

these measures are useful as they provide an indication of the

Company's investment in operating assets and liquidity.



-- operating margin is defined as revenue less operating expenses;

-- EBITDA is defined as earnings before finance expenses, income taxes, and

depreciation and amortization;

-- Capital assets are defined as property, plant, equipment and intangible


-- Working capital is defined as total current assets less total current




The recent election of a Liberal government in Ottawa, combined with an NDP Premier in Calgary and a Liberal Premier in Ontario is forecasted to have a positive impact on new infrastructure projects in all three provinces. All three leaders have made infrastructure spending a key priority. We are currently in the second round of a infrastructure supercycle, and we now have the political alignment and funding. The Bell Canada $20B GigaFiber announcement earlier this year followed up by announcements from Telus and Rogers, confirms that the Distinct Infrastructure Group is well positioned. Management sees continued growth over the next two years in line with what the Company has been experiencing over the last two.

Although western Canada's economy has suffered, and slowed down in the last year, but we are seeing a continued commitment to telecom spending that is proportional if not similar to the commitments by Bell in the east. There is in reality a decade's worth of work in Canada to deliver gigabite fiber to the homes of most Canadians, and DIG is exceptionally well positioned to take advantage of this opportunity.

Cautionary Statements

Statements in this press release may contain forward-looking information. The words "will," "anticipate," believe," "estimate," "expect," "intent," "may," "project," "should," and similar expressions are intended to be among the statements that identify forward-looking statements. The forward-looking statements are founded on the basis of expectations and assumptions made by the Corporation. Readers are cautioned that assumption used in the preparation of such information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Corporation. The Corporation does not have any obligation to update or revise any forward-looking statements except as expressly required by applicable securities laws.

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 common shares of the Company 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.

Contact Information:

For further information please contact

Manny Bettencourt


Distinct Infrastructure Group Inc.

Tel: 1.416.675.5332

Email: manny.bettencourt@diginc.ca

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