Q2Earth to Acquire Environmental Turnkey Solutions

8/30/17

Q2Earth, Inc. (f/k/a Q2Power Technologies) (OTCQB: QPWR), has signed a definitive Purchase Agreement with Environmental Turnkey Solutions LLC of Naples, Florida, to acquire 100% of the membership interests of ETS and all of its wholly-owned subsidiaries.

ETS is one of the largest green waste hauling and compost manufacturing companies in Florida, with operations that span the state's west coast. The company is generating approximately $7.5 million revenue and $1.7 million EBITDA on an annualized basis, not including forecasted growth from recently signed contracts and a facility acquisition that could substantially increase their operating revenue and earnings over the following 12 months. The company provides green waste hauling under long term contracts, and then manufactures and sells high quality soils to major customers that include Scotts Miracle-Gro, Old Castle and large-scale agricultural firms.

"The signing of this purchase agreement with ETS marks a major milestone for Q2Earth and its shareholders," stated Kevin Bolin, Chairman and CEO of Q2Earth. "With the closing of ETS, we will immediately become a major player in the soil and compost manufacturing sector in Florida, with a solid platform company and strong operational management to expand aggressively throughout the state and beyond."

ETS' principals have collectively over 90 years of experience in waste management, organics recycling, compost manufacturing, and logistics. ETS' CEO, Anthony Cialone, will become Executive Vice President of Q2Earth upon closing under a multi-year agreement.

"We are excited to move one step closer to completing the combination of our two companies," stated Mr. Cialone, the CEO and co-founding member of ETS. "We believe the skill sets of our team match very well with Q2Earth's executive team and impressive Board, and together we can execute on some major business opportunities to grow our operations, expand our product distribution, and close on some synergistic follow-on acquisitions already identified."

Consideration under the Purchase Agreement is approximately $10.5 million in a combination of cash, notes payable to the sellers within nine months of closing, and Q2 common stock valued at $0.15 per share and subject to lock-ups. ETS also has an earnout payable in common stock if ETS achieves greater than $2.5 million in annual run rate EBITDA within 12 months after closing. Closing is conditioned upon, among other items, Q2Earth securing financing required to close the transaction, which is in progress presently.

The parties anticipate closing the Purchase Agreement in the fourth quarter of 2017. Q2Earth has the right to extend the termination date for closing into 2018 with additional payments if required.

About Q2Earth: Q2Earth, which changed its name from Q2Power Technologies on August 18, 2017, is executing its plan to become a leading manufacturer of compost and engineered soils from recycled waste for the agriculture, horticulture, construction and infrastructure sectors. Through a plan of acquisitions, strategic alliances, and organic growth focused on creating and marketing quality beneficial reuse end products, Q2Earth seeks to build the preeminent compost and soil company in North America, with international growth opportunities. The Company recently completed the first phase of a bridge financing that will expedite this business plan and operational transition, has signed one definitive agreement and another exclusive term sheet for the acquisition of compost facilities.

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