MCM Capital One Inc.

August 24, 2012 16:14 ET

MCM Capital One Inc. Update on Proposed Qualifying Transaction With Siguiri Gold Mining Corp.

TORONTO, ONTARIO--(Marketwire - Aug. 24, 2012) -


MCM Capital One Inc. (TSX VENTURE:ZGN.P) ("MCM"), a capital pool company as defined under Policy 2.4 ("Policy 2.4") of the TSX Venture Exchange (the "Exchange"), is pleased to provide this Press Release to its shareholders and members of the public to update shareholders and others with respect to its proposed "Qualifying Transaction", as defined by Policy 2.4, with Siguiri Gold Mining Corp. ("Siguiri") as previously announced on July 18, 2012, in respect to a proposed amalgamation (the "Transaction") of the parties. It is anticipated that the issuer resulting from the Transaction (the "Resulting Issuer") will be known as "Siguiri Gold Mining Corp." or such other similar name, subject to Exchange approval.

About Siguiri Gold Mining Corp.

Siguiri is a private company incorporated on February 10, 2011 under the laws of the Business Corporations Act (Ontario). Siguiri Mining Guinea Ltd. ("Siguiri Mining"), a wholly owned subsidiary of Siguiri, has entered into an option agreement (the "Option Agreement") with Samaranta Mining Corporation ("SMC"), an Exchange listed issuer, to acquire all of the shares (the "Optioned Shares") of a private Guinea company, which owns 80% of the shares of another private Guinea company that owns a 100% interest in 14,000 Ha of exploration concessions (the "Property") in highly prospective areas in Guinea next to producing mines. The Property is approximately 2 1/2 hours by car South West of Bamako Mali in West Africa and is located in the Birimian Greenstone Belt. The Property has several potential drill targets with similar geological, alteration and mineralization characteristics as other Birimian Greenstone Belt gold projects. The Property is located within approximately 10km of the AngloGold Ashanti Ltd., Siguiri Gold Mine in Guinea.

Pursuant to the Option Agreement, Siguiri Mining has the exclusive right and option to purchase the Optioned Shares from SMC in exchange for up to $1,125,000 (payable by Siguiri), up to 1,500,000 shares of Siguiri, $2,500,000 in exploration expenses on the Property (payable by Siguiri), and a 2% net smelter royalty on the Property, to be completed in four tranches. The first tranche was completed on October 7, 2011 and Siguiri Mining was issued 3.5% of the Optioned Shares in exchange for $125,000 and 100,000 shares of Siguiri. The second, third and fourth tranches are scheduled to close annually on October 7, 2012, 2013 and 2014.

Summary of the Transaction

Under the terms of a letter of intent, dated July 23, 2012, between MCM and Siguiri (the "LOI"), each of MCM and Siguiri have agreed to diligently and in good faith negotiate a definitive agreement (the "Amalgamation Agreement") that will effect the Transaction in compliance with Policy 2.4 and use their reasonable commercial efforts to execute the same on or before August 30, 2012. Each of MCM and Siguiri have agreed that the Amalgamation Agreement will incorporate the principal terms of the Transaction contemplated in the LOI and contain customary provisions typical for a transaction of this type and, when executed by the MCM and Siguiri, will supersede the terms of the LOI.

The amalgamation will be completed by way of Amalgamation Agreement entered into between MCM and Siguiri. Under the Amalgamation Agreement, holders of common shares and other securities (options and warrants) of MCM will receive securities of the Resulting Issuer on the basis of one for one, and the holders of common shares and other securities (options and warrants) of Siguiri will receive securities of the Resulting Issuer on the basis of 1.193 for one.

The deemed transaction price for the Transaction is $0.25 per share of MCM. The 24,399,573 shares (the "Consideration Shares") to be issued to the shareholders of Siguiri represent a deemed purchase price of $6,099,893.

After completion of the Transaction and assuming the completion of the Private Placement (on the terms described below) it is anticipated that an aggregate of 37,749,573 common shares of the Resulting Issuer will be issued and outstanding. The shareholders of MCM will hold approximately 8.87% of the shares of the Resulting Issuer, shareholders of Siguiri will hold approximately 64.64% of the shares of the Resulting Issuer and the subscribers in the Private Placement will hold approximately 26.49% of the shares of the Resulting Issuer.

The Transaction constitutes an arm's length transaction according to the policies of the Exchange.

Shareholder Approval

As a matter of corporate law, approval of Siguiri shareholders may be required for the Transaction. However, as the Transaction does not constitute a non-arm's length transaction, shareholder approval of the Transaction by the shareholders of MCM is not required under Exchange policies.

Closing Date

In accordance with the LOI, the closing date of the Transaction will be as soon as practical following the satisfaction or waiver of the conditions precedent of the Amalgamation Agreement, or such other date as mutually agreed to by MCM and Siguiri, but in any event no later than December 31, 2012.

Financial Information

On the basis of the unaudited financial statements for the period ended May 31, 2012, Siguiri had total assets of $383,318.65, liabilities of $10,590.55, shareholders' equity of $372,728.10, and working capital of $17,489.89.

The Private Placement

In connection with the Transaction, it is anticipated that MCM and Siguiri will complete a concurrent private placement (the "Private Placement") of up to ten million (10,000,000) units (each, a "Unit") at a price per Unit of $0.25 for gross proceeds of up to $2,500,000 into either Siguiri or the Resulting Issuer. Each Unit will be comprised of one common share (a "Common Share") in the capital of the Resulting Issuer and one-half of one Common Share purchase warrant (a "Warrant"). Each whole Warrant shall be exercisable for one Common Share at an exercise price of $0.40 for a period of two years from the listing of the Resulting Issuer on the Exchange. The Private Placement will remain subject to the approval of the Exchange.

The Resulting Issuer intends to use the proceeds of the Private Placement to fund the costs associated with completing the Transaction, to fund the business plan of the Resulting Issuer and to fund the general working capital expenses of the Resulting Issuer.

Sponsorship of Qualifying Transaction

MCM intends to make application to Exchange that the Qualifying Transaction should be exempt from sponsorship requirements pursuant to Exchange Policy 2.2 as a result of its completion of private placement of $500,000 or more as referred to above.

Loan to Siguiri

Pursuant to the terms of the LOI, MCM will, as soon as practicable following the date of the LOI, advance to Siguiri $25,000 as an unsecured loan (the "Unsecured Loan") to be applied by Siguiri to preserve its assets. Subject to Exchange approval, as soon as possible after the date of this Press Release, MCM will advance to Siguiri $75,000 as a secured loan (the "Secured Loan") to be used by Siguiri to pay for: (a) geological work, and (b) general and administrative costs. The Secured Loan will be secured by a general security agreement executed by Siguiri in favour of MCM constituting a secured charge on all the personal property of Siguiri.

Conditions to Closing the Transaction

As set out in the LOI, the closing of the Transaction will be subject to without limitation, the following mutual conditions precedent:

(1) the execution of the Amalgamation Agreement;

(2) the approval of the Transaction by a requisite majority of the shareholders of Siguiri and MCM;

(3) the completion of the Private Placement;

(4) the receipt of all necessary regulatory, corporate and third party approvals, including the approval of the Exchange, and compliance with all applicable regulatory requirements and conditions in connection with the Transaction;

(5) the maintenance of MCM's current listing on the Exchange;

(6) the confirmation of the representation and warranties of each of MCM and Siguiri to the Amalgamation Agreement as set out in such agreement;

(7) the absence of any material adverse effect on the financial and operational condition or the assets of each of MCM and Siguiri to the Amalgamation Agreement;

(8) the delivery of standard completion documentation including, but no limited to, legal opinions, officers' certificates and certificates of good standing; and

(9) other conditions precedent customary for a transaction such as the Transaction.

Pursuant to the LOI, the conditions precedent in favour of MCM may be waived in whole or in part by MCM and the conditions precedent in favour of Siguiri may be waived in whole or in part by Siguiri.

Exchange Listing

Upon completion of the Transaction, it is anticipated the Resulting Issuer will be a Tier II Mining Issuer under the policies of the Exchange.

In accordance with Exchange policy, MCM's shares are currently halted from trading. Trading will resume upon completion of the Qualifying Transaction.

Management and Directors

Upon completion of the transactions described, the Resulting Issuer's board of directors will be comprised of: Rob Fia, Dr. Volkmar Guido Hable and Tim Peterson. The proposed senior officers will be: Rob Fia (President), Dr. Volkmar Guido Hable (Chief Executive Officer), Tak Wing Law (Chief Financial Officer) and Barry M. Polisuk (Secretary).

The background of each of the proposed directors and senior officers of the Resulting Issuer are as follows:

Rob Fia

Mr. Fia has gained significant experience working with junior mining companies by delivering equity related financing products, largely focused on the natural resources sector. As a senior finance professional, Mr. Fia has been involved in numerous mining and oil and gas transactions. He also helped found or co-found several companies focused on gold exploration and oil and gas in Africa, Canada, Chile and Colombia. Mr. Fia has an extensive contact base in the investment community and the mining sector as well as has developed a good grasp of the TSX and TSXV listing process and guidelines and strong corporate governance principles. Mr. Fia's 10 years' experience in the investment business has encompassed both research and corporate finance. Over the past 7 years Mr. Fia has worked with a number of promising young mining oil & gas companies and has advised their executives on a number of business matters including corporate finance, strategy, expansion, mergers and acquisitions, concept creation, private equity, corporate development, and corporate governance. Since starting in investment banking with Kingsdale Capital Markets Inc., Mr. Fia has moved to a senior-level investment banking position, which he currently maintains and has been involved in several multi-million dollar financings and advisory transactions in mining, oil and gas, technology, and healthcare. Mr. Fia began his career as a technology analyst with a Toronto based investment bank in 1999 where several of his buy calls resulted in M&A transactions. In 2002 Mr. Fia created his own Limited Market Dealer which was involved in financing and advising high growth companies primarily in the oil and gas mining, alternative energy and technology. Mr. Fia received his B.Comm. (Honours) degree from the I.H. Asper School of Business at the University of Manitoba and holds the Chartered Financial Analyst designation.

Dr. Volkmar Guido Hable

Dr. Hable is a geoscientist and physicist by training and holds a Ph.D. in geosciences and a B.Sc. in Agriculture and Agronomics. From 1997 to 2001, Dr. Hable was the CEO for the European operations of Adecco, a 20 billion dollar Fortune 500 Company where he managed its operations in parts of Europe and some parts of Asia comprised of 6,000 employees. From 2001 to 2008 Dr. Hable has been a hedge fund manager for Value Suisse SGH Ltd, a private Swiss based fund with assets in excess of 700 million Euros and which is focused on investing in resources and technology opportunities. Previously he held senior executive positions in the oil exploration industry with Western Geophysical, the Diplomatic Corps, and a global Engineering Consulting Company where he was responsible for restructuring and sales in various capacities. Dr. Hable is fluent in English, Spanish, German and French. He is currently a director of SMC (which he founded), CEO of Samarium Group Corp. and a director of Samarium Group Pte Ltd. ("Samarium"), a Singapore investment company. Dr. Hable has been appointed Consul for the Republic of Guinea in British Columbia.

Tim Peterson

Mr. Peterson brings to the table a strong business acumen of leading high growth companies as well as extensive experience with northern Ontario mining companies. Mr. Peterson has been involved in several Exchange listed companies as both an Executive and a Board member. Currently, Mr. Peterson serves as Chairman and Director of Trelawney Mining and Exploration Inc. He has also served as President and Chairman of Nordex Explosives Ltd., a TSX-listed company that manufactures explosives for the mining and road building industries. From 2003-2007, Mr. Peterson served as a Member of Provincial Parliament in the Ontario legislature, representing Mississauga South.

Tak Wing Law

Mr. Tak Wing Law is a Certified General Accountant and has over 20-year experiences as a finance professional and executive. He has worked with various companies and professional firms in Canada, China and Hong Kong. Mr. Law is now the Director, Finance of a shareholder services company and has been involved in a wide range of financial management, corporate reporting and compliance, auditing, taxation, corporate secretarial and shareholder services. He has a Master of Arts from University of Oklahoma and Postgraduate Diplomas from Hong Kong Polytechnic University. In addition, Mr. Law is a Chartered Accountant in England and Wales, a Certified Public Accountant in Hong Kong.

Barry M. Polisuk

Mr. Polisuk, is a graduate of McGill University and University of Ottawa Law Schools, having obtained an LL.B. cum laude and a Quebec Civil Law Degree. Mr. Polisuk was called to the bar in 1988. He has been with Garfinkle Biderman LLP since 1995 and became a partner in 1997. Mr. Polisuk is a corporate and commercial lawyer, focused on financings, corporate and commercial work, including securities. He has served as an officer and director of several publicly traded companies and he is a currently an officer of Mooncor Oil & Gas Corp. and Solid Gold Resources Corp.

There are currently 36 shareholders of Siguiri. Samarium owns 31.5% of the outstanding shares of Siguiri, and Paul Fia of Manitoba, owns 26.3% of the outstanding shares of Siguiri. No other person owns or controls, directly or indirectly, more than 10% of the outstanding shares of Siguiri. Dr. Volkmar Guido Hable of Switzerland, a proposed officer and director of the Resulting Issuer, is a director and shareholder of Samarium. See "Management and Directors" above.

Rob Fia, an officer and director of MCM and a proposed officer and director of the Resulting Issuer, owns 4.0% of the outstanding shares of Siguiri. In addition, Mr. Fia is a shareholder (11.33%) of Kingsdale Capital Corporation, which, along with its wholly owned subsidiary, Kingsdale Capital Markets Inc., owns 2.1% of the outstanding shares of Siguiri.

About MCM Capital One Inc.

MCM, a capital pool company within the meaning of the policies of the Exchange, was listed on the Exchange on January 24, 2012. MCM does not have any operations and has no assets other than cash. MCM's business is to identify and evaluate businesses and assets with a view to completing a qualifying transaction under the policies of the Exchange.

For more information on MCM please see its corporate profile on SEDAR at

The information provided in this Press Release regarding Siguiri and its management has been provided to MCM by Siguiri and has not been independently verified by MCM.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements. These 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, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward looking statements. Although MCM and Siguiri believe that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward looking statements will prove to be correct. Except as required by law, MCM and Siguiri disclaim any intention and assumes no obligation to update or revise any forward looking statements 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.

This press release does not constitute and the subject matter hereof is not, an offer for sale or a solicitation of an offer to buy, in the United States or to any "U.S Person" (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "1933 Act")) of any equity or other securities of RedWater. The securities of RedWater have not been registered under the 1933 Act and may not be offered or sold in the United States (or to a U.S. Person) absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act.

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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