MCW Energy Group Limited
TSX VENTURE : MCW
OTCQX : MCWEF

MCW Energy Group Limited

April 08, 2016 14:55 ET

MCW Energy Group Closes Equity, Debt and Shares for Debt Transactions

TORONTO, ONTARIO--(Marketwired - April 8, 2016) - 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, announces the following:

Equity Financings

MCW announces it has raised gross proceeds of US$256,000 through the issuance of an aggregate of 2,617,314 common shares (1,000,000 common shares at $0.143561 per share and 1,617,314 at $0.12 per share). All shares issued pursuant to the non-brokered financings are subject to a four month hold period. The proceeds of the financings will used for working capital. The financings are subject to final approval of the TSX Venture Exchange (the "Exchange").

Convertible Note Financing

MCW has issued a convertible secured note (the "Note") to an arm's length lender (the "Lender") for an aggregate principal amount of US$600,000 (including a 10% original issue discount) in accordance with the terms of a securities purchase agreement (the "Agreement") for up to US$1,200,000 at the option of the Lender. The Note bears interest at a rate of 5% per annum, is payable quarterly and matures on October 8, 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$0.15 per Unit. Each Unit would consist of one common share in the capital of MCW and one common share purchase warrant of MCW. Each warrant would entitle the Lender to acquire one common share of MCW at an exercise price of CAD$0.1575 per common share until April 8, 2021. 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 working capital requirements. The financing is subject to final approval of the Exchange.

Shares for Debt Transactions

MCW has entered into two shares for debt agreements, pursuant to which MCW has agreed to issue an aggregate of 2,005,140 common shares in satisfaction of US$205,556.00 of indebtedness currently owed to arm's length creditors. 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, and for working capital. The common shares will be issued upon acceptance by the Exchange and will be subject to a four month hold period from the date of issuance.

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 transactions by the Exchange, 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.

Contact Information