MCW Energy Group Announces Additional Advance Under Convertible Note Financing

TORONTO, ONTARIO--(Marketwired - Nov. 25, 2014) -

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.

MCW Energy Group Limited ("MCW") (TSX VENTURE:MCW)(OTCQX:MCWEF), a Canadian holding company involved in fuel distribution and the creation of oil sands extraction technology, announces that it has advanced a further convertible secured note (the "Note") to an institutional arm's length lender (the "Lender") for an aggregate principal amount of US$555,556 in accordance with the terms of a securities purchase agreement previously announced on November 5, 2014. The Note bears interest at a rate of 5% per annum, is payable quarterly and matures on May 19, 2016. At the option of the Lender, principal under the Note is convertible into units (the "Units") of MCW at a conversion price of CDN$0.90 per Unit. Each Unit would consist of one common share in the capital of MCW (a "Common Share") and one common share purchase warrant (a "Warrant") of MCW. Each Warrant would entitle the Lender to acquire one Common Share at an exercise price of CDN$0.945 per Common Share until November 24, 2019. MCW has granted a security interest to the holder under a general security agreement covering all of the assets of MCW. All securities issued pursuant to the financing will be subject to a four-month hold period. The proceeds will be used by MCW on capital expenditures on its oil sands plant facility in Asphalt Ridge, Utah, as well as for working capital. The financing is subject to final approval of the TSX Venture Exchange.

About MCW Energy Group:

MCW Energy Group Limited is focused on value creation as (i) a distributor of gasoline and diesel fuels to service stations in Southern California for 75 years, having revenue in the fiscal year ending August 31, 2011 of US$241.5 million, revenue of US$363.3 million for the fiscal year ending August 31^st, 2012, and revenue of US$431.9 million for the fiscal year ending August 31, 2013, and (ii) as a developer of proprietary technology for the extraction of oil from oil sands at its first field in Asphalt Ridge, Utah, USA. MCW's management team is comprised of individuals who have extensive knowledge in both conventional and unconventional oil and gas projects and production, as well as refinery and fuel distribution experience.

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. Forward-looking statements in this news release, include, but are not limited to the use of proceeds of the financing, regulatory approval of the transactions, commercial viability of the technology and the extraction plant, economic performance and future plans and objectives of MCW. Any number of important factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although MCW believes 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, MCW 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 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 MCW. The securities of 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.