MCW Energy Group Limited
MCW Energy Group Limited: MCW ENERGY GROUP ENGAGES STONECAP SECURITIES INC. AS LEAD AGENT & ANNOUNCES A $5,000,000 PRIVATE PLACEMENT TO FUND ITS UTAH OIL SANDS DEVELOPMENT PROGRAM
MCW Energy Group Limited / Key word(s): Miscellaneous May 8th, 2012. PRESS RELEASE: For Immediate Release. MCW ENERGY GROUP ENGAGES STONECAP SECURITIES INC. AS LEAD AGENT & ANNOUNCES A $5,000,000 PRIVATE PLACEMENT TO FUND ITS UTAH OIL SANDS DEVELOPMENT PROGRAM. May 10th, 2012: Shediac, New Brunswick, Canada/Frankfurt, Germany: MCW Energy Group (‘MCW’), a Canadian holding company with two business units focused on value creation; i) MCW Fuels Inc., a well established distributor of gasoline and diesel fuels to service stations in southern California, and ii) MCW Oil Sands Recovery, LLC which owns an oil sands extraction process that MCW is preparing to implement in the third quarter of 2012, is pleased to announce that it has engaged Stonecap Securities Inc. as lead agent to complete a private placement financing of approximately $5,000,000 (the ‘Private Placement’). 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 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. The Private Placement will be comprised of subscription receipts (‘Subscription Receipts‘) issued at a price of Cdn. $0.50. Each Subscription Receipt is convertible into one unit of MCW (each a ‘MCW Unit’) immediately prior to the closing of MCW’s amalgamation with AXEA Capital Corp. (‘AXEA’) and the listing of MCW’s shares for trading in Canada on the TSX Venture Exchange (the ‘Amalgamation‘). Each unit will be comprised of one common share of MCW and one half of one common share purchase warrant (each a ‘MCW Warrant’) whereby each full MCW Warrant is exercisable into one common share of MCW at a price of Cdn $0.75 for a period of 24 months post the closing of the Amalgamation. 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, subject to adjustments, 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. Closing of the Private Placement is scheduled to occur on or about May 31, 2012. ‘The entire management team at MCW Energy Group is looking forward to the completion of this proposed reverse takeover and the conclusion of the accompanying qualifying transaction,’ stated Dr. Jerry Bailey, Chief Executive Officer of MCW. He added, ‘Our anticipated listing on the Toronto Venture Exchange will provide increased MCW share liquidity, as well as an opportunity for North American investors to participate in a unique, U.S.-based oil sands development, which is coupled with MCW’s environmentally-friendly extraction technology.’ Sponsorship of a qualifying transaction of a capital pool company is required by the Exchange unless exempt in accordance with Exchange policies. MCW and AXEA intend on applying for such an exemption from the sponsorship requirements under Sub-Section 3.4 (a) (ii) of Policy 2.2 of the Exchange Corporate Finance Manual. There is no assurance that this exemption will be ultimately obtained. MCW is currently listed on the Frankfurt Stock Exchange and voluntarily entered into a ‘quiet period’ until completion of the Amalgamation. About Stonecap Securities: About MCW Energy Group: For more information, please contact: MCW Energy Group Limited MCW Energy Group Limited Note: 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. End of Corporate News 16.05.2012 Dissemination of a Corporate News, transmitted by DGAP – a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. DGAP’s Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de |
169995 16.05.2012 |