AXEA Capital Corp.

AXEA Capital Corp.
MCW Energy Group Limited

MCW Energy Group Limited

July 20, 2012 12:23 ET

AXEA Capital and MCW Energy Group Announce First Closing of Private Placement in Connection with Proposed Qualifying Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwire - July 20, 2012) -


AXEA Capital Corp. ("AXEA") (TSX VENTURE:XEA.H) and MCW Energy Group Limited ("MCW") (FRANKFURT:MW4) are pleased to announce that it has completed, through Stonecap Securities Inc. ("Stonecap"), the first closing of its private placement financing (the "Private Placement") by issuing 2,800,000 subscription receipts ("Subscription Receipts") at $0.50 per Subscription Receipt for gross proceeds of $1,400,000. Each Subscription Receipt shall be convertible into units of MCW (each, a "MCW Unit") consisting of one common share of MCW and one‐half of one common share purchase warrant (each a "MCW Warrant") of MCW. Upon closing of the three cornered amalgamation (the "Amalgamation") between AXEA and MCW, each four MCW Units shall be exchanged into one unit of AXEA, comprised of one common share of AXEA (at a deemed price of $2.00 per share) and one‐half of one share purchase warrant, with each whole warrant entitling the holder thereof to purchase, subject to adjustments, one common share of AXEA at a price of $3.00 per share until the date that is 24 months following the closing of the Amalgamation.

Stonecap is entitled to certain fees and broker warrants (exercisable for common shares of MCW) in connection with the Private Placement.

The proceeds of the offering will be used to fund the final payment of MCW's first 250 bbl/d oil sands extraction unit (the "Commercial Facility") to be located in the Uinta basin of Utah and for general working capital purposes. Construction of the Commercial Facility has been completed and, subject to the timing of the closing of the Private Placement, management of MCW anticipates installation to begin early in the third quarter of 2012, followed by first production approximately one month later.

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. ("MCW Fuels"), 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 ("MCW Oil Sands") which owns a land lease in Utah and is now moving into production of oil with an aim towards establishing a vertically integrated oil producer and distributor, with the goal of developing higher margins. As of the date hereof MCW has 127,924,643 shares outstanding and convertible securities exercisable for up to 16,000,000 shares of MCW. The shares of MCW are registered with the Frankfurt Stock Exchange under the trading symbol MW4. 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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