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
You know you need the cloud, but you’re hesitant to simply dump everything at Amazon since you know that not all workloads are suitable for cloud. You know that you want the kind of ease of use and scalability that you get with public cloud, but your applications are architected in a way that makes the public cloud a non-starter. You’re looking at private cloud solutions based on hyperconverged infrastructure, but you’re concerned with the limits inherent in those technologies.
Both SaaS vendors and SaaS buyers are going “all-in” to hyperscale IaaS platforms such as AWS, which is disrupting the SaaS value proposition. Why should the enterprise SaaS consumer pay for the SaaS service if their data is resident in adjacent AWS S3 buckets? If both SaaS sellers and buyers are using the same cloud tools, automation and pay-per-transaction model offered by IaaS platforms, then why not host the “shrink-wrapped” software in the customers’ cloud? Further, serverless computing, cl...
Automation is enabling enterprises to design, deploy, and manage more complex, hybrid cloud environments. Yet the people who manage these environments must be trained in and understanding these environments better than ever before. A new era of analytics and cognitive computing is adding intelligence, but also more complexity, to these cloud environments. How smart is your cloud? How smart should it be? In this power panel at 20th Cloud Expo, moderated by Conference Chair Roger Strukhoff, paneli...
In his session at @ThingsExpo, Eric Lachapelle, CEO of the Professional Evaluation and Certification Board (PECB), provided an overview of various initiatives to certify the security of connected devices and future trends in ensuring public trust of IoT. Eric Lachapelle is the Chief Executive Officer of the Professional Evaluation and Certification Board (PECB), an international certification body. His role is to help companies and individuals to achieve professional, accredited and worldwide re...
Today we can collect lots and lots of performance data. We build beautiful dashboards and even have fancy query languages to access and transform the data. Still performance data is a secret language only a couple of people understand. The more business becomes digital the more stakeholders are interested in this data including how it relates to business. Some of these people have never used a monitoring tool before. They have a question on their mind like “How is my application doing” but no id...
IoT solutions exploit operational data generated by Internet-connected smart “things” for the purpose of gaining operational insight and producing “better outcomes” (for example, create new business models, eliminate unscheduled maintenance, etc.). The explosive proliferation of IoT solutions will result in an exponential growth in the volume of IoT data, precipitating significant Information Governance issues: who owns the IoT data, what are the rights/duties of IoT solutions adopters towards t...
With the introduction of IoT and Smart Living in every aspect of our lives, one question has become relevant: What are the security implications? To answer this, first we have to look and explore the security models of the technologies that IoT is founded upon. In his session at @ThingsExpo, Nevi Kaja, a Research Engineer at Ford Motor Company, discussed some of the security challenges of the IoT infrastructure and related how these aspects impact Smart Living. The material was delivered interac...
The current age of digital transformation means that IT organizations must adapt their toolset to cover all digital experiences, beyond just the end users’. Today’s businesses can no longer focus solely on the digital interactions they manage with employees or customers; they must now contend with non-traditional factors. Whether it's the power of brand to make or break a company, the need to monitor across all locations 24/7, or the ability to proactively resolve issues, companies must adapt to...
Wooed by the promise of faster innovation, lower TCO, and greater agility, businesses of every shape and size have embraced the cloud at every layer of the IT stack – from apps to file sharing to infrastructure. The typical organization currently uses more than a dozen sanctioned cloud apps and will shift more than half of all workloads to the cloud by 2018. Such cloud investments have delivered measurable benefits. But they’ve also resulted in some unintended side-effects: complexity and risk. ...
It is ironic, but perhaps not unexpected, that many organizations who want the benefits of using an Agile approach to deliver software use a waterfall approach to adopting Agile practices: they form plans, they set milestones, and they measure progress by how many teams they have engaged. Old habits die hard, but like most waterfall software projects, most waterfall-style Agile adoption efforts fail to produce the results desired. The problem is that to get the results they want, they have to ch...
With major technology companies and startups seriously embracing Cloud strategies, now is the perfect time to attend 21st Cloud Expo October 31 - November 2, 2017, at the Santa Clara Convention Center, CA, and June 12-14, 2018, at the Javits Center in New York City, NY, and learn what is going on, contribute to the discussions, and ensure that your enterprise is on the right path to Digital Transformation.
In 2014, Amazon announced a new form of compute called Lambda. We didn't know it at the time, but this represented a fundamental shift in what we expect from cloud computing. Now, all of the major cloud computing vendors want to take part in this disruptive technology. In his session at 20th Cloud Expo, Doug Vanderweide, an instructor at Linux Academy, discussed why major players like AWS, Microsoft Azure, IBM Bluemix, and Google Cloud Platform are all trying to sidestep VMs and containers wit...
The taxi industry never saw Uber coming. Startups are a threat to incumbents like never before, and a major enabler for startups is that they are instantly “cloud ready.” If innovation moves at the pace of IT, then your company is in trouble. Why? Because your data center will not keep up with frenetic pace AWS, Microsoft and Google are rolling out new capabilities. In his session at 20th Cloud Expo, Don Browning, VP of Cloud Architecture at Turner, posited that disruption is inevitable for comp...
While DevOps most critically and famously fosters collaboration, communication, and integration through cultural change, culture is more of an output than an input. In order to actively drive cultural evolution, organizations must make substantial organizational and process changes, and adopt new technologies, to encourage a DevOps culture. Moderated by Andi Mann, panelists discussed how to balance these three pillars of DevOps, where to focus attention (and resources), where organizations might...
No hype cycles or predictions of zillions of things here. IoT is big. You get it. You know your business and have great ideas for a business transformation strategy. What comes next? Time to make it happen. In his session at @ThingsExpo, Jay Mason, Associate Partner at M&S Consulting, presented a step-by-step plan to develop your technology implementation strategy. He discussed the evaluation of communication standards and IoT messaging protocols, data analytics considerations, edge-to-cloud tec...