MCM Capital One Inc.
TSX VENTURE : ZGN.P

April 21, 2014 17:54 ET

MCM Capital One Inc. Announces Private Placement

TORONTO, ONTARIO--(Marketwired - April 21, 2014) -

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.

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