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Condensed Interim Financial Statements

MCM CAPITAL ONE INC.

August 31, 2012

(expressed in Canadian Dollars)

(Unaudited)

Responsibility for Financial Statements

The accompanying unaudited condensed interim financial statements for MCM Capital One Inc. have been prepared bymanagement in accordance with International Accounting Standard 34 - Interim Financial Reporting using accounting policiesconsistent with International Financial Reporting Standards appropriate in the circumstances. These statements are presented onthe accrual basis of accounting. Accordingly, a precise determination of many assets and liabilities is dependent upon futureevents. Therefore, estimates and approximations have been made using careful judgement. Recognizing that the Company isresponsible for both the integrity and objectivity of the financial statements, management is satisfied that these unauditedcondensed interim financial statements have been fairly presented.

The auditors of MCM Capital One Inc. has not performed a review of the unaudited condensed interim financial statements forthe nine months ended August 31, 2012.

MCM CAPITAL ONE INC.(Incorporated under the laws of Ontario)Condensed interim statements of financial position(expressed in Canadian Dollars)(Unaudited)

As at August 31 November 30, December 1,

2012 2011 2010

AssetsCurrent Cash $ 166,989 $ 95,065 $ 156,145 Loan advance to Siguiri Gold Mining Corp (note 2) 25,076 - -Deferred financing Costs - 111,306 67,406

$ 192,065 $ 206,371 $ 223,551

Liabilities Accounts payable and accrued liabilities (Note 9) $ 26,396 $ 65,276 $ 44,000

Shareholders' EquityCapital 267,823 210,000 210,000Reserves 72,869 - -

Deficit (175,023) (68,905) (30,449)

165,669 141,095 179,551

$ 192,065 $ 206,371 $ 223,551

The accompanying notes are an integral part of these financial statements

Approved on Behalf of the Board

Director : /s/ Rob Fia

Director : /s/ Joseph Heng

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MCM CAPITAL ONE INC.Condensed interim statements of Comprehensive Loss(expressed in Canadian Dollars)(Unaudited)

Three months ended Nine months ended

August 31 August 31 August 31, August 31,

2012 2011 2012 2011

ExpensesOffice and general (note 9) $ 3,543 $ 439 $ 9,985 $ 1,556Advisory service fees (note 9) 9,040 - 9,040 -Filing Fee - - 5,917 1,862Professional fees (note 9) 4,620 1,187 10,714 3,329Transfer Agent 10,799 - 10,799 -Share based compensation (note 6) - - 59,739 -

Interest income (76) - (76) -

27,926 1,626 106,118 6,747

Net and comprehensive loss for the period (27,926) (1,626) (106,118) (6,747)

Basic and diluted net income (loss) per share (note 10) 0.00 0.00 (0.02) 0.00


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MCM CAPITAL ONE INC.Condensed interim statements of changes in equity(expressed in Canadian Dollars)(Unaudited)

Number

of shares Amount Reserves Deficit Total

Balance, November 30, 2010 2,100,000 $ 210,000 $ - $ (30,449) $ 179,551Comprehensive loss for the period - - - (6,747) -

Balance, August 31, 2011 2,100,000 210,000 - (37,196) 172,804Comprehensive loss for the period - - - (31,709) (31,709)

Balance, November 30, 2011 2,100,000 210,000 - (68,905) 141,095Initial Public Offering 1,250,000 250,000 - - 250,000Cost of issue - (192,177) - - (192,177)Fair value of options issued - - 59,739 - 59,739Fair value of broker warrants issued - - 13,130 - 13,130Comprehensive loss for the period - - - (106,118) (106,118)

Balance, August 31, 2012 3,350,000 $ 267,823 $ 72,869 $ (175,023) $ 165,669


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MCM CAPITAL ONE INC.Condensed interim statements of cash flows(expressed in Canadian Dollars)(Unaudited)

Nine months ended August 31, 2012 2011

CASH (USED IN) PROVIDED BY

Operating Activities Net Loss for the period $ (106,118) $ (6,747) Change in non-cash working capital Decrease in accounts payable and accrued liabilities (38,880) (19,000) Interest on loan receivable (76) - Share based compensation 59,739 -

(85,335) (25,747)

Financing Activities Share capital subscribed 250,000 - Deferred financing costs (67,741) (26,950)

182,259 (26,950)

Investment Activities Loan advance to Siguiri Gold Mining Corp (25,000) -

Increase (Decrease) in cash 71,924 (52,697)

Cash, beginning of period 95,065 156,145

Cash, end of period $ 166,989 $ 103,448


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MCM CAPITAL ONE INC.Notes to the condensed interim financial statementsAugust 31, 2012(expressed in Canadian Dollars)(Unaudited)

1. Nature of Operations and Going Concern

The Company was incorporated on April 28, 2010 as a capital pool company as defined by the TSXVenture Exchange. On January 16, 2012, the Company completed an initial public offering and theCompany common shares commenced trading on the TSX Venture Exchange under the symbol ZGN.PIts principal business is the identification and evaluation of assets or businesses with a view to acquiringsignificant assets by way of purchase, amalgamation, merger or arrangement with another company. Thepurpose of such a transaction is to satisfy the related conditions of a qualifying transaction under theExchange rules ( the "Qualifying Transaction")

The accompanying condensed interim financial statements have been prepared on the basis of a goingconcern, which contemplates the realization of assets and liquidation of liabilities in the normal course ofbusiness. As at the date of issue of these interim financial statements, the Company has an accumulateddeficit of $175,023.

The ability of the Company to fund any potential future operations and commitments could be dependentupon the ability of the Company to obtain additional financing. There is no assurance that the Companywill identify a business or asset that warrants acquisition within the time limitations permissible underthe policies of the Exchange, at which time the Exchange may suspend or de-list the Company's sharesfrom trading.

These financial statements have been prepared using "International Financial Reporting Standards"("IFRS") applicable to a going concern, and do not reflect the adjustments to the carrying values of assetsand liabilities, the reported revenues and expenses and balance sheet classifications that would benecessary were the going concern assumption deemed appropriate. Such adjustments could be material.

2. Qualifying Transaction

On July 11, 2012, the Company entered into a non-binding letter of intent ("LOI") with Siguiri GoldMining Corp. ("Siguiri") to proceed with an arms-length amalgamation of MCM Capital One Inc. ("theCompany") and Siguiri. Siguiri is a company incorporated under the Laws of Ontario with mineralresource properties located in the Republic of Guinea, Africa. Pursuant to the terms of the LOI andsubject to completion of certain conditions precedent, including, completion by Siguiri of a privateplacement for approximately $300,000, satisfactory due diligence, execution of a definitve agreementand receipt of all necessary regulatory and TSXV Exchange approvals, the proposed amalgamation willqualify as the Company's "Qualifying Transaction" as defined by TSXV Exchange Policy 2.4.Subject to TSXV Exchange approval, the Company intends on lending Siguiri, on a fully secured basis,in one or more tranches $100,000 in accordance with the rules of the TSXV Exchange to be used bySiguiri to pay for geological work and other administrative expenses. As at August 31, 2012, theCompany has advanced $25,000 demand loan bearing interest at 3% per annum.

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MCM CAPITAL ONE INC.(Incorporated under the laws of Ontario)Condensed interim statements of financial position(expressed in Canadian Dollars)(Unaudited)

3. Summary of Significant Accounting Policies

(a) Conversion to International Financial Reporting Standards

These are the Company’s third IFRS condensed interim financial statements for part of the periodcovered by the first IFRS annual financial statements to be presented in accordance with IFRS for theyear ending November 30, 2012. Previously, the Company prepared its annual and interim financialstatements in accordance with Canadian GAAP ("GAAP").These unaudited condensed interim financial statements have been prepared in accordance withInternational Accounting Standard 34, Interim Financial Reporting (“IAS 34”) using accounting policiesconsistent with International Financial Reporting Standards (“IFRS”) as issued by the InternationalAccounting Standards Board (“IASB”) and interpretations of the International Financial ReportingInterpretations Committee (“IFRIC”).These condensed interim financial statements do not include all the information and disclosures requiredin annual financial statements and should be read in conjuction with the Company's annual financialstatements as at November 30, 2011 and also that as these are the Company's third financial statementsprepared under IFRS, they include certain disclosures that were not included in those most recent GAAPannual financial statements, but are required to be included in annual financial statements prepared inaccordance with IFRS.

The condensed interim financial statements were approved by the Board of Directors on October 22,2012.

(b) Basis of presentation

These unaudited condensed interim financial statements have been prepared on a historical cost basisexcept for the revaluation of certain financial instruments. In addition, these unaudited condensed interimfinancial statements have been prepared using the accrual basis of accounting except for cash flowinformation.In the preparation of these unaudited condensed interim financial statements, management is required tomake estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosureof contingent assets and liabilities at the date of the financial statements and the reported amounts ofexpenses during the period. Actual results could differ from these estimates.

(c) Financial instruments

Financial assets

The Company classifies its financial assets into one of the following categories, depending on thepurpose for which the asset was acquired. The Company's accounting policy for each category is asfollows:

Loans and receivables - These are financial assets with fixed or determinable payments that are notquoted in an active market. They are carried at cost initially and subsequent to initial recognition loansand receivables are measured at amortized cost using the effective interest method, less any impairmentlosses.

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3. Summary of Significant Accounting Policies - continued

(c) Financial instruments - continued

Financial assets - continued

Available-for-sale - Marketable securities are classified as available-for- sale and they are carried at fairvalue with changes in fair value recognized directly in equity. Where a decline in the fair value of anavailable-for-sale financial asset constitutes objective evidence of impairment, the amount of the loss isremoved from equity and recognized in the income statement.

All financial assets except for those at fair value through profit or loss are subject to review forimpairment at least at each reporting date. Financial assets are impaired when there is any objectiveevidence that a financial asset or a group of financial assets is impaired. Different criteria to determineimpairment are applied for each category of financial assets, which are described above.

Financial liabilities

Other financial liabilities: This category includes promissory notes, amounts due to related parties andaccounts payables and accrued liabilities, all of which are recognized at amortized cost.

d) Cash and cash equivalents

Cash and cash equivalents include cash on hand, bank balances, short-term liquid investments withoriginal maturities of three months or less and funds held in trust for the Company by the Company'slawyers.

e) Income taxes

The Company uses the asset and liability method for future income taxes. Under the asset and liabilitymethod, future income tax assets and liabilities are determined based on temporary differences(difference between the accounting basis and tax basis of the assets and liabilities), and are measuredusing the current enacted, or substantively enacted tax rates and laws expected to apply when thesedifferences reverse. A valuation allowance is recorded against any future income tax asset if it is morelikely than not that the asset will not be realized. Income tax expense or benefit is the sum of theCompany's provision for current income taxes and the difference between the opening and endingbalances of the future income tax asset and liabilities.

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(f) Share-based payment transactions

The share option plan allows the Company’s employees and consultants to acquire shares of theCompany. The fair value of options granted is recognized as a share-based payment expense with acorresponding increase in equity. An individual is classified as an employee when the individual is anemployee for legal or tax purposes (direct employee) or provides services similar to those performed by adirect employee.

The fair value is measured at grant date and each tranche is recognized on a graded-vesting basis over theperiod during which the options vest. The fair value of the options granted is measured using the Black-Scholes option pricing model taking into account the terms and conditions upon which the options weregranted. At each financial position reporting date, the amount recognized as an expense is adjusted toreflect the actual number of share options that are expected to vest.

g) Loss per share

The Company presents the basic and diluted loss per share data for its common shares, calculated bydividing the loss attributable to common shareholders of the Company by the weighted average numberof common shares outstanding during the period. Diluted loss per share is determined by adjusting theloss attributable to common shareholders and the weighted average number of common sharesoutstanding for the effects of all dilutive potential common shares.

h) Related Party Transactions

Related party transactions occurred in the normal course of business and were recorded at the exchangevalue, reflecting the consideration determined and agreed to by the parties.

i) Financial Instruments - Recognition and Measurement

All financial instruments are required to be measured at fair value on initial recognition, except forcertain related party transactions. Measurement in subsequent periods depends on whether the financialinstrument has been classified as held-for-trading, held to maturity, loans and receivables, or otherliabilities.

- Financial assest and liabilities classified as held-for-trading are required to be measured at fairvalues, with changes in fair value recognized in net-earnings.- Financial assets and liabilities classified as held-to-maturity, loans and receivables and financialliabilities (other than those held-for-trading) are required to be measured at amortized cost using theeffective interest method of amortization.- Available-for-sale financial assets are required to be measured at fair value, with unrealized gainsand losses recognized on Other Comprehensive income/loss. Investments in equity instrumentsclassified as available-for-sale that do not have a quoted market price in an active market should bemeasured at cost.

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i) Financial Instruments - Recognition and Measurement - continued

Fair value measurement of financial assets and liabilities recognized on the balance sheet are categorizedinto levels within a fair value hierarchy based on the nature of valuation inputs. The three levels of thefair value hierarchy are:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities.Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly orindirectly; andLevel 3 - Inputs that are not based on observable market data.

(j) New accounting standards and interpretations

Certain new accounting standards and interpretations have been published that are not mandatory for theAugust 31, 2012 reporting period. The following standards are assessed not to have any impact on theCompany’s financial statements:

IFRS 9 Financial Instruments: effective for accounting periods commencing on or after January 1, 2013.

IFRS 10, 11, 12 and 13 were all issued in May 2010 and are effective for annual periods beginningJanuary 1, 2013 with early adoption allowed.

IFRS 10 Consolidated Financial Statements replaces the consolidation guidance in IAS 27.Consolidated and Separate Financial Statements and SIC 12 Consolidation - Special Purpose Entitiesby introducing a single consolidation model for all entities based on control, irrespective of the nature ofthe investee.IFRS 11 Joint Arrangements introduces new accounting requirements for joint arrangements, replacingIAS 31 Interest in Joint Ventures. It eliminates the option of accounting for jointly controlled entitiesby proportionate consolidation.IFRS 12 Disclosure of Interests in Other Entities requires enhanced disclosures about both consolidatedentities and unconsolidated entities in which an entity has involvement.IFRS 13 Fair Value Measurement replaces the guidance on fair value measurement in existing IFRSaccounting literature with a single standard. It defines and provides guidance on determining fair valueand requires disclosures about fair value measurements, but does not change the requirements regardingwhich items are measured or disclosed at fair value.

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4. Capital Management

The Company's primary objective in managing its capital consists of safeguarding its ability to continueas a going concern, sourcing sufficient capital to develop its principle business objectives andmaintaining corporate and administrative functions necessary to support operations activities.The Company manages its capital structure to allow for sufficient funding for operational activities.Funds are secured through equity capital raised via private placements and accredited investors.The Company if applicable, invests all short term surplus operational capital into short-term, liquid andhighly-rated financial instruments which are held at a major Canadian chartered bank.

5. Share Capital

Initial Public Offering.On January 16, 2012, the Company completed its initial public offering as a capital pool company of1,250,000 common shares for gross proceeds of $250,000. In connection with the offering, the Companypaid to Kingsdale Capital Markets Inc. (the "Agent") a cash commission of $25,000 (10% of the offeringprice per share sold), legal fees of $5,000, and a corporate finance fee of $15,000 (plus HST). The agentwas granted 125,000 non-transferable option entitling the Agent to purchase common shares at a price of$0.20 per common share, exercisable for a period of 24 months from date of issuance.

6. Share based options

The Company has a Share Option Plan (the "Plan") under which it is authorized to grant options topurchase common shares of the Company to directors, senior officers, employees and/or consultants ofthe Company. The aggregate number of shares of the Company which may be issued and sold under thePlan will not exceed 10% of the total number of common shares issued and outstanding from time totime. Share options are granted with a maximum term of five years with vesting requirements at thediscretion of the Board of Directors.

The Company records a charge to the statement of loss and comprehensive loss using the Black-Scholesfair valuation option pricing model with respect to a share option grant. The valuation is dependent on anumber of estimates, including the risk free interest rate, the level of share volatility, together with anestimate of the level of forfeiture. The level of share volatility is calculated with reference to the historictraded daily closing share price at the date of issue. Option pricing models require the input of highlysubjective assumptions including the expected price volatility. Changes in the subjective inputassumptions can materially affect the fair value estimate, and therefore the existing models do notnecessarily provide a reliable measure of the fair value of the Company's share purchase options.

Concurrent with the initial public offering, the Company granted options to the directors and officers ofthe Company, to acquire 335,000 shares at a price of $0.20 per share, which will expire 10 years from thedate of grant. The 335,000 share purchase options granted were value at $59,739 using the Black-Scholesmodel for option pricing. The assumptions used were: expected dividend rate - 0%; expected volatility -100%; risk-free interest rate - 0.98% and an expected life of 10 years.

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7. Warrants

The 125,000 non-transferable option to acquired common shares of the company with an expiry date ofJanuary 16, 2014 was valued at $13,130 using the Black-Schloes model for option pricing. Theassumption used were: expected dividend rate - 0%; expected volatility - 100%; risk-free interest rate -0.98% and an expected life of 2 years.

8. Financial Instruments and Financial Risk Factors

Unless otherwise noted, it is management's opinion that the Company is not exposed to significantinterest, currency or credit risk arising from the financial instruments. The fair value of the financialinstruments approximates their carrying values, unless otherwise noted. The Company's financialinstruments consist of cash, loan receivable, accounts payable and accrued liabilities. The Company isnot party to any derivative instruments.

The Company has adopted the following classification:- Cash is classified as "Financial Asset Held for Trading"- Accounts payable and accrued liabilities are classified as "Other Financial Liabilities", which aremeasured at amortized cost.

Interest Rate RiskInterest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because ofchanges in the market interest rates. The Company has a loan receivable bearing interest at 3% perannum. Because the amount of the loan is not significant, changes in interest rates would not have amaterial impact with respect to interest rate risk. Cash, accounts payable and accrued liabilities are non-interest bearing.

Fair ValueFair value estimates are made at the balance sheet date, based on relevant market information and otherinformation about financial instruments. As at August 31, 2012, all financial instruments (cash and cashequivalents, loan receivable, accounts payable and accrued liabilities) have fair values whichapproximate their carrying value.

Liquidity RiskThe Company's approach to managing liquidity risk is to ensure that it will have sufficent liquidity tomeet liabilities when due. As at August 31, 2012, the Company had a cash and cash equivalents balanceof $166,989 (November 30, 2011 - $95,065) to settle accounts payable and accrued liabilities of $26,396(November 30, 2011 - $65,276)

Credit RiskThe carrying amount of cash and loan receivable represents the maximum exposure to credit risk and asat August 31, 2012 and this amounted to $192,065 (November 30, 2011 - $95,065). The cash are held bythe Company at one of the large Canadian banks. Losses arising from credit risk is remote.

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9. Related party transactions

The Company incurred $8,000 (2011 - $Nil) for accounting services performed by a director and anadvisory fee of $8,000 (2011 - $Nil) was paid to a company controlled by a director during the ninemonths ended August 31, 2012. In addition, $4,900 (2011 - $Nil) were accrued for administrative andother out of pocket expenses incurred by the directors during the period.

Included in accounts payable and accrued liabilities is an amount of $11,440 (2011 - $Nil) related to theabove.

These transactions are in the normal course of operations and are measured at the exchange amount,which is the amount of consideration established and agreed to by the related parties.

10. Loss per share

Basic and diluted loss per share

The calculation of basic and diluted loss per share for the nine months ended August 31, 2012 was basedon the loss attributable to common shareholders of $106,118 (2011 – $6,747) and a weighted averagenumber of common shares outstanding of 3,350,000 (2011 – 2,100,000).

Diluted loss per share did not include the effect of the share options and warrants outstandingrespectively as they are anti-dilutive.

11. Transition to International Financial Reporting Standards

As stated in Note 2, these are the Company’s third condensed interim financial statements for the periodcovered by the first annual financial statements prepared in accordance with IFRS. There were nochanges or adjustments from GAAP prepared financial statements with respect to prior periods.

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MCM CAPITAL ONE INC. UPDATE ON PROPOSED QUALIFYING TRANSACTION WITH SIGUIRI GOLD MINING CORP.

Toronto, Ontario, August 24, 2012 – MCM Capital One Inc. (TSXV: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 2½ 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,

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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:

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(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.

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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.

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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 www.sedar.com or contact:

Joseph Heng Director and CFO MCM Capital One Inc. Email: [email protected]

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. 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. 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. NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND

DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.

MATERIAL CHANGE REPORT Form 51-102F3

1. Reporting Issuer

MCM Capital One Inc. (the “Issuer”) 55 University Avenue Mezzanine Level, Suite M002 Toronto, Ontario M5J 2H7

2. Date of Material Change

July 18, 2012 3. News Release

A news release with respect to the material change referred to in this report was disseminated on July 18, 2012 through Marketwire and filed on the system for electronic document analysis and retrieval (SEDAR).

4. Summary of Material Change

The Issuer announced that it had entered into a non-binding letter of intent for the arms-length amalgamation (the “Amalgamation”) of the Issuer with Siguiri Gold Mining Corp., a company incorporated under the laws of the Province of Ontario, to form a newly amalgamated entity which will become the resulting issuer under the name Siguiri Gold Mining Corp. The Amalgamation is intended to constitute the Issuer’s “qualifying transaction” pursuant to the policies of the TSX Venture Exchange.

5. Full Description of Material Change

The material change is fully described in the news release attached hereto. 6. Reliance on Section 7.1(2) of National Instrument 51-102

Not applicable. 7. Omitted Information

Not applicable. 8. Executive Officer

The senior officer who can answer questions regarding this report is Joseph Heng, Chief Financial Officer. Mr. Heng can be contacted at [email protected].

9. Date of Report

July 30, 2012

H:\CLIENT\7780\7780-004\Document\MaterialChangeReport.doc

MCM CAPITAL ONE ANNOUNCES PROPOSED

QUALIFYING TRANSACTION WITH SIGUIRI GOLD MINING CORP. Toronto, Ontario (July 18, 2012) MCM Capital One Inc. (“MCM”) (TSXV:ZGN.P), a capital pool company as defined under Policy 2.4 of the TSX Venture Exchange (the “Exchange”), is pleased to announce that it has entered into a non-binding letter of intent (the “LOI”) to proceed with an arms-length amalgamation (the “Amalgamation”) of MCM with Siguiri Gold Mining Corp. (“Siguiri”), a company incorporated under the laws of the Province of Ontario, to form a newly amalgamated entity which will become the resulting issuer (the “Resulting Issuer”) under the name Siguiri Gold Mining Corp. upon completion of the Amalgamation. Pursuant to the terms of the LOI and subject to completion of certain conditions precedent, including, completion by Siguiri of a private placement for approximately $300,000, satisfactory due diligence, execution of a definitive agreement and receipt of all necessary regulatory and Exchange approvals, the proposed Amalgamation will qualify as MCMs “Qualifying Transaction” as defined by Exchange Policy 2.4. Subject to Exchange approval, MCM intends on lending Siguiri, on a fully secured basis, in one or more tranches, $100,000 in accordance with the rules of the Exchange to be used by Siguiri to pay for: (a) geological work, and (b) general and administrative costs. About Siguiri Gold Mining Corp. Siguiri Gold Mining Corp. (“SGMC”) has access to 14,000 Ha of exploration concessions in highly prospective areas in Guinea next to producing mines. SGMC’s concession is approximately 2 ½ hours by car South West of Bamako Mali in West Africa and located in the Birimian Greenstone Belt. SGMC’s land package has several potential drill targets with similar geological, alteration and mineralization characteristics as other Birimian Greenstone Belt gold projects. SGMC’s property is located within approximately 10 km of the AngloGold Ashanti Ltd., Siguiri Gold Mine in Guinea. For more information please contact: Rob Fia

Director Siguiri Gold Mining Corp. Email: [email protected]

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 or about 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. Trading of the common shares of MCM remains halted in connection with the dissemination of this press release, and will recommence at such time as the Exchange may determine, having regard to the completion of certain requirements pursuant to Exchange Policy 2.4. Further details of the proposed transaction, including the consideration to be paid, will follow in future press releases. For more information please contact Joseph Heng

Director and CFO MCM Capital One Inc.

Email: [email protected]

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. 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.

MCM CAPITAL ONE ANNOUNCES PROPOSED QUALIFYING TRANSACTION WITH SIGUIRI GOLD MINING CORP.

Toronto, Ontario (July 18, 2012) MCM Capital One Inc. (“MCM”) (TSXV:ZGN.P), a capital pool company as defined under Policy 2.4 of the TSX Venture Exchange (the “Exchange”), is pleased to announce that it has entered into a non-binding letter of intent (the “LOI”) to proceed with an arms-length amalgamation (the “Amalgamation”) of MCM with Siguiri Gold Mining Corp. (“Siguiri”), a company incorporated under the laws of the Province of Ontario, to form a newly amalgamated entity which will become the resulting issuer (the “Resulting Issuer”) under the name Siguiri Gold Mining Corp. upon completion of the Amalgamation. Pursuant to the terms of the LOI and subject to completion of certain conditions precedent, including, completion by Siguiri of a private placement for approximately $300,000, satisfactory due diligence, execution of a definitive agreement and receipt of all necessary regulatory and Exchange approvals, the proposed Amalgamation will qualify as MCMs “Qualifying Transaction” as defined by Exchange Policy 2.4. Subject to Exchange approval, MCM intends on lending Siguiri, on a fully secured basis, in one or more tranches, $100,000 in accordance with the rules of the Exchange to be used by Siguiri to pay for: (a) geological work, and (b) general and administrative costs. About Siguiri Gold Mining Corp. Siguiri Gold Mining Corp. (“SGMC”) has access to 14,000 Ha of exploration concessions in highly prospective areas in Guinea next to producing mines. SGMC’s concession is approximately 2 ½ hours by car South West of Bamako Mali in West Africa and located in the Birimian Greenstone Belt. SGMC’s land package has several potential drill targets with similar geological, alteration and mineralization characteristics as other Birimian Greenstone Belt gold projects. SGMC’s property is located within approximately 10 km of the AngloGold Ashanti Ltd., Siguiri Gold Mine in Guinea. For more information please contact: Rob Fia

Director Siguiri Gold Mining Corp. Email: [email protected]

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 or about 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. Trading of the common shares of MCM remains halted in connection with the dissemination of this press release, and will recommence at such time as the Exchange may determine, having regard to the completion of certain requirements pursuant to Exchange Policy 2.4. Further details of the proposed transaction, including the consideration to be paid, will follow in future press releases. For more information please contact: Joseph Heng

Director and CFO MCM Capital One Inc. Email: [email protected]

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. 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.

MATERIAL CHANGE REPORT Form 51-102F3

1. Reporting Issuer

MCM Capital One Inc. (the “Issuer”) 130 King Street West, Suite 2950 Toronto, Ontario, M5X 1C7

2. Date of Material Change

January 16, 2012 3. News Release

A news release with respect to the material change referred to in this report was disseminated on January 20, 2012 through Marketwire and filed on the system for electronic document analysis and retrieval (SEDAR).

4. Summary of Material Change

The Issuer announced that it had completed its initial public offering. 5. Full Description of Material Change

The material change is fully described in the news release attached hereto. 6. Reliance on Section 7.1(2) of National Instrument 51-102

Not applicable. 7. Omitted Information

Not applicable. 8. Executive Officer

The senior officer who can answer questions regarding this report is Rob Fia, Chief Executive Officer. Mr. Fia can be reached at (416) 867-2353.

9. Date of Report

January 20, 2012

H:\CLIENT\7780\7780-002\Document\ipo-closing-docs\MaterialChangeReport-120120.doc

MCM CAPITAL ONE INC. ANNOUNCES COMPLETION OF INITIAL PUBLIC OFFERING trading to commence on January 24, 2012

Toronto, Ontario (January 20, 2012) MCM Capital One Inc. (“MCM Capital One”) (TSXV:ZGN.P), a capital pool company, is pleased to announce that it completed its initial public offering by issuing 1,250,000 common shares at a price of $0.20 per share, for gross proceeds of $250,000. The common shares of MCM Capital One will be listed and posted for trading on the TSX Venture Exchange (the “Exchange”) under the trading symbol “ZGN.P” at the opening of the market on or about January 24, 2012. The net proceeds of the offering will be used to provide MCM Capital One with funds with which to identify and evaluate assets or businesses for acquisition with a view to completing a “Qualifying Transaction” under the capital pool company program of the Exchange. Kingsdale Capital Markets Inc. (“KCM”) acted as agent for the initial public offering. In connection with the offering, MCM Capital One granted KCM and Macquarie Private Wealth Inc. agent’s warrants to acquire 125,000 common shares at a price of $0.20 per share. The warrants may be exercised for a period of 24 months from the date of listing of the common shares on the Exchange. At the closing of the initial public offering, MCM Capital One also granted incentive stock options to its four officers and directors to acquire a total of 335,000 common shares. The options may be exercised for a period of ten years at a price of $0.20 per share. At the closing of the offering, there were 3,350,000 common shares issued and outstanding in the capital of MCM Capital One, of which 2,100,000 have been issued at $0.10 per share prior to the offering. These shares have been placed in escrow in accordance with the policies of the Exchange, along with 125,000 shares acquired by certain directors of MCM Capital One in the initial public offering. For more information please contact: Rob Fia

Chief Executive Officer MCM Capital One Inc. Email: [email protected]

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 Capital One believes 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 Capital One disclaims 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. 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. 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 MCM Capital One. The securities of MCM Capital One 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. NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES

NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.

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