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ZGN.P

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Delayed by 15 minutes
Share Name Share Symbol Market Type
TSXV:ZGN.P TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

MCM Capital One Inc. Announces Private Placement

21/04/2014 10:54pm

Marketwired Canada


NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES

MCM Capital One Inc. (TSX VENTURE:ZGN.P) ("MCM" or the "Company") wishes to
provide an update of certain matters affecting the Company


Private Placement

MCM announces that it proposes to raise up to $200,000 from the sale of up to
1,000,000 common shares at a price of $0.20 each, on a brokered private
placement basis (the "Offering").


Proceeds from the private placement will be used to pay the costs associated
with the Corporation's proposed purchase of Enerdynamic Hybrid Technologies Inc.
and for working capital purposes.


The private placement is expected to be completed in one or more closings
occurring no later than May 8, 2014. The private placement is subject to
approval of the TSX Venture Exchange.


MCM has engaged Kingsdale Capital Markets Inc. (the "Agent") to act as agent for
the private placement on a commercially reasonable efforts basis. The Agent will
receive (a) a cash commission equal to 7.5% of the gross proceeds of the
Offering, (b) agent warrants (the "Agent Warrants") equal to 10% of the common
shares issued in the private placement, and (c) a work fee to be paid by issuing
100,000 Agent Warrants. Each Agent Warrant is exercisable for one common share
at an exercise price of $0.20 during the 24 months following the first closing
of the Offering.


MCM expects to issue up to $40,000 of common shares to subscribers who are
related parties of MCM under Multilateral Instrument 61-101 ("MI 61-101"). 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. Given the
existence of these exemptions and the intention to complete the private
placement prior to the purchase of Enerdynamic Hybrid Technologies Inc., the
transaction will close less than 21 days after the issuance of this press
release.


The securities offered have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the United
States absent registration or applicable exemption from the registration
requirements. This news release does not constitute an offer to sell or the
solicitation of any offer to buy nor will there be any sale of these securities
in any province, state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such province, state or jurisdiction.


Enerdynamic Hybrid Technologies Inc. ("EHT")

In its press release of January 24, 2014, MCM announced that a lawsuit had been
commenced by Dynamic Systems Holdings Inc. ("DSHI") against various parties
including MCM and EHT.


MCM announces that minutes of settlement have been signed in connection with the
lawsuit, as it relates to MCM, EHT, Enerdynamic Systems Inc., Tom Bryson and
Pole-R Power Inc. The settlement includes (a) the transfer to DSHI by
shareholders of EHT of 2 million common shares of EHT, (b) the issuance of 2
million common shares to DSHI by EHT, (c) the transfer to DSHI by shareholders
of EHT of 1.7 million options to purchase common shares of EHT, and (d) the
right of DSHI to subscribe for units described below (the "Units") in the
private placement being conducted by EHT, which DSHI has exercised to subscribe
for 650,000 Units.


EHT has raised $5,000,000 through the issuance of 20,000,000 Units at a price of
$0.25 per Unit. Each Unit consists of one EHT common share (an "EHT Share") and
one warrant (an "EHT Warrant"). Each EHT Warrant entitles the holder to acquire
an EHT Share for $0.50 per share at any time on or before the first anniversary
of the IPO Date and at a price of $0.75 per share during the period following
the first anniversary, and on or before the second anniversary, of the IPO Date.
The IPO Date is the date on which the EHT Shares either (a) become publicly
traded on a recognized stock exchange, or (b) are exchanged for shares in a
corporation which are (or become in connection with such exchange) publicly
traded on a recognized stock exchange.


In its press release of January 24, 2014, MCM announced that EHT intended to
raise up to $3,000,000 through the private placement of Units on the terms
described above and up to $8,000,000 through the private placement of units at
$0.50 per unit and on different terms (the "Second Private Placement"). EHT has
decided not to proceed with the Second Private Placement and the size of the
offering of Units has been increased to $5,000,000.


Qualifying Transaction

Work is progressing on the proposed purchase of EHT as the qualifying
transaction of MCM. This acquisition was described in greater detail in the
January 24, 2014 press release of MCM.


MCM is applying for an extension of the current deadline of April 28, 2014 by
which the qualifying transaction must be completed (being 24 months form the
date of MCM's listing on the TSX Venture Exchange). If the qualifying
transaction is not completed by that date, or the date of any extension granted
by the TSX Venture Exchange, the Company's listing will be moved to the NEX
board of the TSX Venture Exchange. At the recent meeting of shareholders of MCM,
shareholders approved the transfer of the Company's listing to NEX. In addition,
shareholders approved the change of the Company's name to Enerdynamic Hybrid
Technologies Corp. or such other name as the board of directors sees fit.


Forward Looking Statements

This press release contains forward-looking statements. More particularly, this
press release contains statements which include the timing of closing the
Offering, the anticipated use of proceeds, the receipt of the required approvals
and the closing of the qualifying transaction. The forward-looking statements
are based on certain expectations and assumptions made by MCM. Although MCM
believes that those expectations and assumptions are reasonable, undue reliance
should not be placed on the forward-looking statements because MCM can give no
assurance that they will prove to be correct. Since forward-looking statements
address future events and conditions, by their very nature they involve inherent
risks and uncertainties. Actual results could differ materially from those
anticipated due to a number of factors and risks. In addition to other risks,
the closing of the offering and the qualifying transaction could be delayed if
MCM is not able to obtain necessary approvals when planned and the offering and
qualifying transaction will not be completed at all if approvals are not
obtained or some other condition to the closing is not satisfied. Accordingly,
there is a risk that the offering and the qualifying transaction will not be
completed within the anticipated time or at all. The intended use of the net
proceeds of the offering by MCM might change if MCM determines that it would be
in the best interests of MCM to use the proceeds for some other purpose. The
forward-looking statements contained in this press release are made as of the
date hereof. MCM disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information, future events
or otherwise, except as required under applicable securities laws.


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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
MCM Capital One Inc.
Rob Fia
Chief Executive Officer
(416) 867-2353
rfia@kingsdalecapital.com

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