Marching Moose Capital Corp. Announces Proposed Qualifying Transaction

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NEWS RELEASE

November 17, 2015 TSXV Symbol: MMC.P

Marching Moose Capital Corp. Announces Proposed Qualifying Transaction

Vancouver, British Columbia. Marching Moose Capital Corp. ("MMCC" or the "Company"), a capital pool company, is pleased to announce that it has entered into a agreement in principle dated November 2, 2015 (the "LOI") for the acquisition (the "Proposed Transaction") of Empower Environmental Solutions Ltd. ("Empower"), a private company incorporated under the provincial laws of British Columbia. Upon completion of the Proposed Transaction, the business of Empower will become the business of MMCC.

MMCC is a capital pool company and the Proposed Transaction is intended to constitute the Company's qualifying transaction ("Qualifying Transaction") under Policy 2.4 of the TSX Venture Exchange (the "Exchange"). The Proposed Transaction is an arm's length transaction and accordingly will not require the approval of MMCC’s shareholders.

About Empower

Empower, a British Columbia company, was incorporated on November 24, 2010. Empower has designed a low impact, efficient and effective closed loop recycling and extraction system that separates 100% of the components of asphalt shingles for sale to original producers and users of the components. It has been conducting research and testing its developments to arrive at its vision for a production facility. In August 2015 Empower concluded a private placement raising $1,030,000. It has secured leased premises in Delta that has five acres of land and of which two acres is comprised of a large building that will house the recycling plant and consists of numerous offices and a boardroom.

Empower has four shareholders who own more than 5% of the common shares of Empower’s capital stock. They are Terry A. Charles and Gord J. Johnson, each owning 23.9%; Deirdre Kenney who owns 13.9% and David W. Smalley who owns 8.7%, who are all residents of British Columbia. There are an additional 33 shareholders who own less than 5% of Empower.

Empower is presently in the process of completing its year end financial statements and audit.

Terms of the Proposed Transaction

Pursuant to the terms of the LOI, MMCC will acquire Empower in exchange for a maximum of 31,722,745 post-consolidated common shares of MMCC (the "Transaction Shares") as set forth below. The Transaction Shares will be issued to the shareholders of Empower pursuant to exemptions from the registration and prospectus requirements of applicable securities laws. The Transaction Shares will be subject to resale restrictions as required under the applicable securities legislation and the Exchange and will also be subject to escrow restrictions as required by the Exchange.

In connection with the Proposed Transaction, the Company will change its name to a name acceptable to Empower and to applicable regulatory authorities.

It is expected that upon completion of the Proposed Transaction, the resulting issuer (the "Resulting Issuer") will be listed as a Tier 2 Diversified Industries Issuer on the Exchange.

Completion of the Proposed Transaction is subject to a number of conditions, including execution of a definitive agreement, completion of satisfactory due diligence, receipt of applicable regulatory approvals, Name Change, Share Consolidation and completion of the private placement financing as set forth below. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Name Change and Consolidation

Prior to the completion of the Proposed Transaction, MMCC will complete a share consolidation on a 2 to 1 basis (two pre-consolidated shares for one post-consolidated share) (the “Share Consolidation”) and a name change, expected to be to “Empower Environmental Solutions Ltd.”

Under the terms of the LOI, MMCC will acquire all of the issued and outstanding common shares of Empower in exchange for the issuance of common shares of MMCC on the basis of one post-consolidated common share of MMCC for every one Empower share held. There are currently 31,722,745 Empower common shares issued. This will result in MMCC issuing an aggregate of 31,722,745 post-consolidated common shares to acquire Empower. Upon completion of the Proposed Transaction, Empower will become a wholly-owned subsidiary of the Company.

There are currently 3,640,004 MMCC common shares issued and outstanding, as well as 200,000 common share purchase warrants and 346,650 stock options of MMCC outstanding. Upon completion of the Share Consolidation, the Proposed Transaction and including those securities issued in the transactions discussed below, there are expected to be a minimum of 39,042,747 and a maximum of 40,042,747 post-consolidated MMCC common shares issued and outstanding, minimum of 5,700,000 and a maximum of 6,700,000 postconsolidated share purchase warrants, and 78,784 post-consolidated stock options of MMCC.

Upon completion of the Proposed Transaction, all MMCC common shares to be issued to holders of Empower shares upon completion of the Proposed Transaction may be subject resale restrictions under applicable securities laws and the policies of the Exchange, as applicable. In addition, all common shares held by Principals of MMCC (as such term is defined in the policies of the Exchange) will be held in escrow in accordance with the policies of the Exchange.

Proposed Private Placement

The terms of the LOI provide for the completion, concurrent with closing of the Proposed Transaction, of a private placement financing for gross proceeds of not less than $2,500,000 at a price of $0.40 per common share and not more than $2,900,000 at a price of $0.40 per common share, which shall be sufficient to provide the Resulting Issuer with adequate working capital. All securities issued pursuant to the private placement financing will be subject to a hold period of four months and one day.

The proceeds of the Private Placement will be used to fund the costs associated with completing the Proposed Transaction, equipment purchases and general working capital purposes.

MMCC will pay commission equal to 8% of all proceeds raised and warrants equal to 7% of the common shares issued pursuant to the private placement. One warrant allows the holder to acquire one common share at an exercise price of $0.50 per share. The warrants will expire on the second anniversary of their issue.

Sponsorship

Canaccord Genuity, subject to completion of satisfactory due diligence, has agreed to act as sponsor in connection with the transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.

Conditions Precedent

The parties’ obligations to complete the Proposed Transaction are subject to the satisfaction of customary conditions precedent including:

(a) all necessary approvals of the Exchange and all other regulatory authorities and third parties to the Acquisition and the private placement being obtained;

(b) the completion of the Private Placement, Name Change and Share Consolidation on the terms set forth above; and

(c) the parties being satisfied with the results of their respective due diligence reviews in connection with the Proposed Transaction.

Directors, Officers and Insiders of Resulting Issuer

On completion of the Proposed Transaction, the directors, officers and insiders of the resulting issuer are anticipated to be:

Terry A. Charles, Director and Chief Operating Officer

Mr. Charles is a founding shareholder and director of Empower. As President of Gemaco Sales Ltd. Mr. Charles has been in the shingle recycling industry since February 2010. Previously Mr. Charles was a manager of various companies in the transportation industry.

Larry K. Doan, Director

Mr. Doan was a director of TSX listed Extreme CCTV Inc. from its inception in 1999 through to 2008. Mr. Doan was Extreme CCTV Inc.’s Vice-President of Sales for 6 years. Extreme CCTV Inc.’s shares became listed with the TSX Venture Exchange in 2002. Mr. Doan was also a director of Mission Ready Services Inc. from October 22, 2012 to November 21, 2014.

Gord J. Johnson, Director and Chief Executive Officer

Mr. Johnson is a founding shareholder and director of Empower. He has over twenty-five years experience in creating growing and managing companies. He is the former chief executive officer of Save Energy Walls, Lodgeview Entertainment Inc. and Intrepid Security Ltd.

Gordon A. Samson, Chief Financial Officer

Mr. Samson is presently a Managing Member in a private U.S. company involved in the Oil and Gas sector. For the past 15 years he has been engaged by a number of U.S. and Canadian public issuers as CFO and director in both the tech and resource sectors assisting in their transactions. Mr. Samson has been a Certified General Accountant since 1991.

David W. Smalley, Director and President

Mr. Smalley is a director and officer of Empower. Upon completion of the Proposed Transaction he will become a director and officer of the Resulting Issuer. Mr. Smalley is the principal of David Smalley Law Corporation where he practices corporate and securities law. He has been an officer and director of numerous public companies for twenty (20) years as well as serving as chair of numerous audit and governance committees.

Trading Halt

Upon the execution of the LOI, the shares of MMCC were halted and it is expected that they will remain halted until completion of the Qualifying Transaction.

General

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

Investors are cautioned that, except as disclosed in the filing statement or other disclosure document to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed 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.

Other Information and Updates

MMCC and Empower will continue to provide further details in respect of the Proposed Transaction, in due course, by way of news releases.

For further information please contact:

Larry K. Doan Director Marching Moose Capital Corp.

Phone: (778) 867-8874

Statements in this press release regarding MMCCs business which are not historical facts are "forward-looking statements" that involve risks and uncertainties, such as terms and completion of the Proposed Transaction. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.