MCW Energy Group Announces Convertible Note Financing, Shares for Debt Transaction and Other Updates

TORONTO, ONTARIO--(Marketwired - Dec. 20, 2015) -

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 the development of environmentally-friendly oil sands technologies and the production of oil from Utah's vast oil sands deposits, today announced the following:

Convertible Note Financing

MCW has issued a 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 (the "Agreement") pursuant to which the Lender has agreed to loan up to US$1,111,112. The Note bears interest at a rate of 5% per annum, is payable quarterly and matures on June 15, 2017. At the option of the Lender, principal under the Note is convertible into units (the "Units") of MCW at a conversion price of CAD$0.47 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 CAD$0.4935 per Common Share until December 15, 2020. 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 net proceeds will be used by MCW for the purposes of constructing, expanding and operating an oil sands recovery plant in Asphalt Ridge, Utah, as well as for other working capital requirements. The financing is subject to final approval of the TSX Venture Exchange (the "Exchange").

Shares for Debt Transaction

MCW has entered into a shares for debt agreement, pursuant to which MCW will issue 43,814 common shares in satisfaction of US$17,057.50 of indebtedness currently owed to an arm's length service provider. MCW determined to satisfy the indebtedness with Common Shares in order to preserve its cash for use on its extraction technology in Asphalt Ridge, Utah. The Common Shares will be issued upon acceptance by the Exchange. The Common Shares issued in satisfaction of the indebtedness will be subject to a four month hold period from the date of issuance.

Following completion of the issuance of the 43,814 Common Shares (and the 100,000 announced on November 24, 2015, the 5,674,719 announced on November 6, 2015 and the 5,729,142 announced on November 18, 2015 (as amended below)), MCW will have a total of 74,082,390 Common Shares issued and outstanding.

Corporate Update

MCW will not be proceeding with the US$4.915 million debt financing announced on November 3, 2015.

In addition, MCW advises that the news release dated November 18, 2015 should have said 5,729,142 common shares were being issued to Aleksandr Blyumkin in consideration for personally guaranteeing US$16.5 million of debt, 3,177,215 at a deemed price of CAD$0.79 per share. The issuance remains subject to final approval of the Exchange.

About MCW Energy Group Limited

MCW Energy Group Limited is focused on value creation via the development and implementation of (i) proprietary, environmentally‐friendly oil sands extraction technologies and remedial tailings ponds project solutions, (ii) expanding production capacities of its now operational oil sands project in Asphalt Ridge, Utah, and (iii) the formulation of worldwide joint ventures and the licensing of oil sand opportunities with private and governmental resource entities within countries possessing extensive oil sands/shale deposits. MCW's management team is comprised of individuals who have extensive knowledge in both conventional and unconventional oil and gas projects and production, both in upstream and downstream industry sectors.

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 approval of the convertible note financing, the shares for debt transaction and the shares to Mr. Blyumkin by the Exchange, the commercial viability of the technology and the extraction plant, economic performance and future plans and objectives of MCW, and the commercial production of oil from MCW's oil sands extraction plant in Asphalt Ridge, Utah. 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.

The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.