News Feed Item
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).
19th Cloud Expo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, will feature technical sessions from a rock star conference faculty and the leading industry players in the world.
Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy. Meanwhile, 94% of enterpri...
Aug. 23, 2016 05:00 PM EDT Reads: 2,851
Using new techniques of information modeling, indexing, and processing, new cloud-based systems can support cloud-based workloads previously not possible for high-throughput insurance, banking, and case-based applications.
In his session at 18th Cloud Expo, John Newton, CTO, Founder and Chairman of Alfresco, described how to scale cloud-based content management repositories to store, manage, and retrieve billions of documents and related information with fast and linear scalability.
Aug. 23, 2016 04:45 PM EDT Reads: 1,741
Enterprises have forever faced challenges surrounding the sharing of their intellectual property. Emerging cloud adoption has made it more compelling for enterprises to digitize their content, making them available over a wide variety of devices across the Internet.
In his session at 19th Cloud Expo, Santosh Ahuja, Director of Architecture at Impiger Technologies, will introduce various mechanisms provided by cloud service providers today to manage and share digital content in a secure manner....
Aug. 23, 2016 04:15 PM EDT Reads: 288
Internet of @ThingsExpo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 19th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world.
The Internet of Things (IoT) is the most profound change in personal and enterprise IT since the creation of the Worldwide Web more than 20 years ago.
All major researchers estimate there will be tens of billions devices - comp...
Aug. 23, 2016 04:00 PM EDT Reads: 3,470
Internet of @ThingsExpo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with the 19th International Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world and ThingsExpo Silicon Valley Call for Papers is now open.
Aug. 23, 2016 03:45 PM EDT Reads: 3,716
As the world moves toward more DevOps and Microservices, application deployment to the cloud ought to become a lot simpler. The Microservices architecture, which is the basis of many new age distributed systems such as OpenStack, NetFlix and so on, is at the heart of Cloud Foundry - a complete developer-oriented Platform as a Service (PaaS) that is IaaS agnostic and supports vCloud, OpenStack and AWS. Serverless computing is revolutionizing computing.
In his session at 19th Cloud Expo, Raghav...
Aug. 23, 2016 03:30 PM EDT Reads: 292
The 19th International Cloud Expo has announced that its Call for Papers is open. Cloud Expo, to be held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, brings together Cloud Computing, Big Data, Internet of Things, DevOps, Digital Transformation, Microservices and WebRTC to one location.
With cloud computing driving a higher percentage of enterprise IT budgets every year, it becomes increasingly important to plant your flag in this fast-expanding business opportuni...
Aug. 23, 2016 03:00 PM EDT Reads: 3,769
Fact: storage performance problems have only gotten more complicated, as applications not only have become largely virtualized, but also have moved to cloud-based infrastructures. Storage performance in virtualized environments isn’t just about IOPS anymore. Instead, you need to guarantee performance for individual VMs, helping applications maintain performance as the number of VMs continues to go up in real time.
In his session at Cloud Expo, Dhiraj Sehgal, Product and Marketing at Tintri, wil...
Aug. 23, 2016 02:15 PM EDT Reads: 305
SYS-CON Events announced today that Venafi, the Immune System for the Internet™ and the leading provider of Next Generation Trust Protection, will exhibit at @DevOpsSummit at 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Venafi is the Immune System for the Internet™ that protects the foundation of all cybersecurity – cryptographic keys and digital certificates – so they can’t be misused by bad guys in attacks...
Aug. 23, 2016 02:15 PM EDT Reads: 2,482
SYS-CON Events announced today that eCube Systems, a leading provider of middleware modernization, integration, and management solutions, will exhibit at @DevOpsSummit at 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
eCube Systems offers a family of middleware evolution products and services that maximize return on technology investment by leveraging existing technical equity to meet evolving business needs. ...
Aug. 23, 2016 01:49 PM EDT Reads: 198
Smart Cities are here to stay, but for their promise to be delivered, the data they produce must not be put in new siloes.
In his session at @ThingsExpo, Mathias Herberts, Co-founder and CTO of Cityzen Data, will deep dive into best practices that will ensure a successful smart city journey.
Aug. 23, 2016 01:45 PM EDT Reads: 1,391
SYS-CON Events announced today that 910Telecom will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Housed in the classic Denver Gas & Electric Building, 910 15th St., 910Telecom is a carrier-neutral telecom hotel located in the heart of Denver. Adjacent to CenturyLink, AT&T, and Denver Main, 910Telecom offers connectivity to all major carriers, Internet service providers, Internet backbones and ...
Aug. 23, 2016 01:15 PM EDT Reads: 1,695
DevOps at Cloud Expo, taking place Nov 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 19th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world.
The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time to wait for long dev...
Aug. 23, 2016 12:00 PM EDT Reads: 1,981
To leverage Continuous Delivery, enterprises must consider impacts that span functional silos, as well as applications that touch older, slower moving components. Managing the many dependencies can cause slowdowns. See how to achieve continuous delivery in the enterprise.
Aug. 23, 2016 10:45 AM EDT Reads: 1,354
DevOps at Cloud Expo – being held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA – announces that its Call for Papers is open.
Born out of proven success in agile development, cloud computing, and process automation, DevOps is a macro trend you cannot afford to miss. From showcase success stories from early adopters and web-scale businesses, DevOps is expanding to organizations of all sizes, including the world's largest enterprises – and delivering real results. Am...
Aug. 23, 2016 10:30 AM EDT Reads: 3,305