Welcome!

News Feed Item

MCM Capital One Inc.: Closing of the Acquisition of Enerdynamic Hybrid Technologies Inc.

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.

Forward-Looking Information

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).

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
Complete Internet of Things (IoT) embedded device security is not just about the device but involves the entire product’s identity, data and control integrity, and services traversing the cloud. A device can no longer be looked at as an island; it is a part of a system. In fact, given the cross-domain interactions enabled by IoT it could be a part of many systems. Also, depending on where the device is deployed, for example, in the office building versus a factory floor or oil field, security ha...
An IoT product’s log files speak volumes about what’s happening with your products in the field, pinpointing current and potential issues, and enabling you to predict failures and save millions of dollars in inventory. But until recently, no one knew how to listen. In his session at @ThingsExpo, Dan Gettens, Chief Research Officer at OnProcess, discussed recent research by Massachusetts Institute of Technology and OnProcess Technology, where MIT created a new, breakthrough analytics model for s...
In IT, we sometimes coin terms for things before we know exactly what they are and how they’ll be used. The resulting terms may capture a common set of aspirations and goals – as “cloud” did broadly for on-demand, self-service, and flexible computing. But such a term can also lump together diverse and even competing practices, technologies, and priorities to the point where important distinctions are glossed over and lost.
SYS-CON Events has announced today that Roger Strukhoff has been named conference chair of Cloud Expo and @ThingsExpo 2017 New York. The 20th Cloud Expo and 7th @ThingsExpo will take place on June 6-8, 2017, at the Javits Center in New York City, NY. "The Internet of Things brings trillions of dollars of opportunity to developers and enterprise IT, no matter how you measure it," stated Roger Strukhoff. "More importantly, it leverages the power of devices and the Internet to enable us all to im...
"We are the public cloud providers. We are currently providing 50% of the resources they need for doing e-commerce business in China and we are hosting about 60% of mobile gaming in China," explained Yi Zheng, CPO and VP of Engineering at CDS Global Cloud, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
When it comes to cloud computing, the ability to turn massive amounts of compute cores on and off on demand sounds attractive to IT staff, who need to manage peaks and valleys in user activity. With cloud bursting, the majority of the data can stay on premises while tapping into compute from public cloud providers, reducing risk and minimizing need to move large files. In his session at 18th Cloud Expo, Scott Jeschonek, Director of Product Management at Avere Systems, discussed the IT and busin...
"We are a custom software development, engineering firm. We specialize in cloud applications from helping customers that have on-premise applications migrating to the cloud, to helping customers design brand new apps in the cloud. And we specialize in mobile apps," explained Peter Di Stefano, Vice President of Marketing at Impiger Technologies, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Data is the fuel that drives the machine learning algorithmic engines and ultimately provides the business value. In his session at 20th Cloud Expo, Ed Featherston, director/senior enterprise architect at Collaborative Consulting, will discuss the key considerations around quality, volume, timeliness, and pedigree that must be dealt with in order to properly fuel that engine.
In his general session at 19th Cloud Expo, Manish Dixit, VP of Product and Engineering at Dice, discussed how Dice leverages data insights and tools to help both tech professionals and recruiters better understand how skills relate to each other and which skills are in high demand using interactive visualizations and salary indicator tools to maximize earning potential. Manish Dixit is VP of Product and Engineering at Dice. As the leader of the Product, Engineering and Data Sciences team at D...
Financial Technology has become a topic of intense interest throughout the cloud developer and enterprise IT communities. Accordingly, attendees at the upcoming 20th Cloud Expo at the Javits Center in New York, June 6-8, 2017, will find fresh new content in a new track called FinTech.
The Internet of Things will challenge the status quo of how IT and development organizations operate. Or will it? Certainly the fog layer of IoT requires special insights about data ontology, security and transactional integrity. But the developmental challenges are the same: People, Process and Platform and how we integrate our thinking to solve complicated problems. In his session at 19th Cloud Expo, Craig Sproule, CEO of Metavine, demonstrated how to move beyond today's coding paradigm and sh...
What happens when the different parts of a vehicle become smarter than the vehicle itself? As we move toward the era of smart everything, hundreds of entities in a vehicle that communicate with each other, the vehicle and external systems create a need for identity orchestration so that all entities work as a conglomerate. Much like an orchestra without a conductor, without the ability to secure, control, and connect the link between a vehicle’s head unit, devices, and systems and to manage the ...
"We're a cybersecurity firm that specializes in engineering security solutions both at the software and hardware level. Security cannot be an after-the-fact afterthought, which is what it's become," stated Richard Blech, Chief Executive Officer at Secure Channels, in this SYS-CON.tv interview at @ThingsExpo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
All clouds are not equal. To succeed in a DevOps context, organizations should plan to develop/deploy apps across a choice of on-premise and public clouds simultaneously depending on the business needs. This is where the concept of the Lean Cloud comes in - resting on the idea that you often need to relocate your app modules over their life cycles for both innovation and operational efficiency in the cloud. In his session at @DevOpsSummit at19th Cloud Expo, Valentin (Val) Bercovici, CTO of Soli...
"Once customers get a year into their IoT deployments, they start to realize that they may have been shortsighted in the ways they built out their deployment and the key thing I see a lot of people looking at is - how can I take equipment data, pull it back in an IoT solution and show it in a dashboard," stated Dave McCarthy, Director of Products at Bsquare Corporation, in this SYS-CON.tv interview at @ThingsExpo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.