AXEA Capital Corp.

AXEA Capital Corp.
MCW Energy Group Limited

MCW Energy Group Limited

October 12, 2012 10:01 ET

AXEA Capital and MCW Energy Group Announce Filing of Filing Statement on SEDAR in Connection With Proposed Qualifying Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 12, 2012) -


AXEA Capital Corp. ("AXEA") (TSX VENTURE:XEA.H) is pleased to announce that it has filed its Filing Statement on SEDAR ( pursuant to TSX Venture Exchange (the "Exchange") requirements in connection with its previously announced three cornered amalgamation (the "Amalgamation") between AXEA and MCW Energy Group Limited ("MCW"). AXEA and MCW anticipate closing the Amalgamation on or before October 16, 2012.

Following the completion of the Amalgamation, AXEA will be renamed "MCW Enterprises Ltd." will commence trading on the Exchange under the trading symbol "MCW" and will continue to carry on the business of MCW.

The Filing Statement is the disclosure document that outlines the details of the Amalgamation, information about AXEA and information about the target company, MCW, and its business, including financial statements of AXEA, MCW and pro forma financial statements. Readers of this release are encouraged to review the information in the Filing Statement.

About MCW Energy Group Limited

MCW is incorporated in New Brunswick, Canada and consists of two business units focused on value creation; (i) MCW Fuels Inc., a well‐established distributer of gasoline and diesel fuels to service stations in southern California, which in the fiscal year ended August 31, 2011 had revenue of US$241.5 million, and (ii) MCW Oil Sands Recovery, LLC, which is working towards the production of oil through the extraction from sand and shale at its first field in the Uinta basin of Utah, USA. MCW's management team is comprised of individuals with significant background in both conventional and unconventional oil and gas projects as well as the refinery and fuel distribution business. For more information on MCW, please visit their website

The information in this press release related to MCW was provided to AXEA by MCW.

Completion of the Amalgamation is conditional upon all necessary regulatory approvals, including the approval of the Exchange, and other conditions which are typical for a business combination transaction of this type.

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 AXEA and MCW believe that the expectations reflected in forward looking statements are reasonable, they can give no assurances that the expectations of any forward looking statements will prove to be correct. Except as required by law, AXEA and MCW disclaim any intention and assume 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 AXEA and MCW. The securities of AXEA and MCW 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 policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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