MCW Energy Group Limited

MCW Energy Group Limited

June 29, 2012 14:42 ET

MCW Energy Group Announces Closing Of Previously Announced Private Placement

SHEDIAC, NEW BRUNSWICK and FRANKFURT, GERMANY--(Marketwire - June 29, 2012) -


MCW Energy Group Limited (FRANKFURT:MW4) ("MCW"), is pleased to announce that it has closed the first tranche of its previously announced brokered private placement offering (the "Private Placement") of 2,800,000 subscription receipts ("Subscription Receipts") at a price of Cdn $0.50 per Subscription Receipt for total gross proceeds of Cdn $1,400,000. Each Subscription Receipt is convertible into one unit of MCW (each an "MCW Unit") immediately prior to the closing of MCW's amalgamation (the "Amalgamation") with AXEA Capital Corp. ("AXEA"). Each MCW Unit is comprised of one common share of MCW and one half of one common share purchase warrant (each an "MCW Warrant"). Effectively on closing of the Amalgamation, each four MCW Units shall be exchanged into one unit of AXEA, comprised of one AXEA Share (at a deemed price of Cdn $2.00 per share) and one-half of one share purchase warrant, with each whole warrant entitling the holder thereof to purchase one AXEA Share at a price of Cdn $3.00 per share until the date that is 24 months following the closing of the Amalgamation. The Private Placement was led by Stonecap Securities Inc.

The proceeds of the Private Placement 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 has been completed and, the Commercial Facility is currently in transit to Utah. Management of MCW anticipates installation to begin early in the third quarter of 2012, followed by first production approximately one month later.

The net proceeds of the Private Placement (the "Escrowed Proceeds") will be held in escrow. The Escrowed Proceeds (and accrued interest) will be released to MCW upon satisfaction of certain customary conditions.

MCW is currently listed on the Frankfurt Stock Exchange and voluntarily entered into a "quiet period" until completion of the Amalgamation.

About MCW Energy Group:

MCW Energy Group is a Canadian holding company incorporated under the laws of New Brunswick, Canada, and consists of two principal portfolio companies: MCW Fuels, is engaged in distribution of liquid fuel on the West coast of the USA., and, MCW Oil Sands 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. MCW is focused on oil extraction from sand and shale and its first field is leased and based in the Uinta basin of Utah, USA. As at the date hereof, MCW has 125,574,643 shares outstanding and convertible securities exercisable for up to 16,000,000 shares of MCW. The shares of MCW currently trade on the Frankfurt Stock Exchange under the trading symbol MW4. For more information on MCW Energy Group, please visit the corporate website:


The information herein does not constitute an offer of or an invitation by or on behalf of MCW Energy Group, or any of its subsidiaries to subscribe for or purchase securities of MCW Energy Group or any of its subsidiaries, but is provided as a matter of record only. In particular, the information contained herein does not constitute an offer of securities for sale or solicitation of an offer to buy securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.

Completion of the qualifying transaction described herein 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 regarded as 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. Neither the 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.

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