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MCM Capital One Inc.: Closing of the Acquisition of Enerdynamic Hybrid Technologies Inc.
|By Marketwired .
|September 2, 2014 06:06 PM EDT
TORONTO, ONTARIO -- (Marketwired) -- 09/02/14 -- MCM Capital One Inc. (TSX VENTURE:ZGN.H) (the "Corporation"), a capital pool company, is pleased to announce that it has closed the acquisition of all of the issued and outstanding securities of Enerdynamic Hybrid Technologies Inc. ("EHTI"). The acquisition constitutes the qualifying transaction of the Corporation.
The acquisition of EHTI occurred on August 29, 2014. At closing, the securityholders of EHTI received 55,069,446 common shares, 25,170,000 warrants (the "Warrants") and 2,117,000 broker warrants (the "Broker Warrants"). Each Warrant is exercisable for one common share at $0.50 per share during the 12 months ending August 29, 2015 and at $0.75 per share during the next 12 months ending August 29, 2016. Each broker warrant is exercisable for one unit (a "Unit") at an exercise price of $0.25 during the 24 months ending August 29, 2016. Each Unit will consist of one common share of the Corporation and one Warrant.
The Corporation has also assumed liability under $2,000,000 of debentures issued by EHTI. As a result of the acquisition of EHTI, those debentures have become exercisable for common shares of the Corporation at a price of $0.50 at the election of the holder or the Corporation at any time prior to July 15, 2015. The Corporation intends to exercise that conversion right within the next week, resulting in the issuance of 4,000,000 common shares. Of these shares, 2,000,000 will be subject to a hold period expiring on October 27, 2014, 1,000,000 will be subject to a hold period expiring on December 1, 2014 and 1,000,000 will be subject to a hold period expiring on December 30, 2014.
The TSX Venture Exchange (the "Exchange") has conditionally approved the listing of the Corporation's common shares on the Exchange, subject to the satisfaction of certain conditions. Trading in the shares of the Corporation will not occur until the Exchange has confirmed that the documentation requirements of Policy 2.4 of the Exchange have been met.
Following the acquisition, the outstanding shares and share purchase rights in the capital of the Corporation are (a) 58,369,446 common shares, (b) 25,170,000 Warrants, (c) 2,117,000 Broker Warrants and (d) 335,000 stock options.
Concurrent with the closing of the acquisition, the directors of the Corporation resigned (with the exception of Rob Fia) and four directors were appointed in their place. The directors and officers of the Corporation are as follows: John Gamble (CEO and director), Thomas Bryson (President and director), Bruce Bent (director, Chief Financial Officer and Secretary), Rob Fia (director) and Paul Ghezzi (director).
32,393,955 common shares and 4,050,000 Warrants have been placed in escrow pursuant to a Tier I Value Security Escrow Agreement. 25% of these securities will be released upon issuance of the final Exchange bulletin approving the listing of the Corporation's shares and 25% will be released every 6 months thereafter.
For a complete description of the acquisition and the business of EHTI, please refer to the Corporation's filing statement dated August 20, 2014 and other documents filed on SEDAR (www.sedar.com).
The securities issued by MCM in the acquisition included 90,000 common shares and 50,000 Warrants issued to an insider of MCM and his spouse. Pursuant to Multilateral Instrument 61-101 ("MI 61-101"), the participation of these insiders constitutes the acquisition a "related party transaction". MCM is exempt from the formal valuation requirement and shareholder approval requirement of MI 61-101, as described in more detail in the material change report to be filed in connection with this private placement. The filing of a material change report less than 21 days before the closing date of the acquisition was necessary in order to complete the acquisition in a timely manner.
The information in this news release includes certain information and statements that constitute forward-looking information. Forward-looking information includes the commencement of trading of the Corporation's common shares on the Exchange. These forward-looking statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, achievements or performance may vary materially from those anticipated and indicated by these forward-looking statements. The material risk factors that could cause actual results to differ include the risk that there will be a delay in satisfying the listing requirements of the Exchange. Although MCM believes that the expectations reflected in the forward-looking information are reasonable, it can give no assurances that the expectations of any forward-looking information will prove to be correct. Except as required by law, MCM disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.
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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