DGAP-News: MCW Energy Group Limited: MCW ENERGY GROUP ENGAGES STONECAP SECURITIES INC. AS LEAD AGENT

DGAP-News: 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

ID: 147001

(firmenpresse) - DGAP-News: MCW Energy Group Limited / Key word(s): Miscellaneous
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

16.05.2012 / 07:15

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May 8th, 2012.
MCW Energy Group

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:
Stonecap Securities Inc., is an independent, employee-owned, Toronto-based
full service investment dealer providing innovative ideas, service and
solutions to corporate clients and institutional investors. Through its
offices in Calgary and Toronto, Stonecap offers investment banking, equity
research and institutional sales, as well as corporate finance advisory.
Stonecap ranks in the top five investment dealers for all Canadian mergers
and acquisitions transactions by independent investment banks.

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: www.mcwenergygroup.com .

For more information, please contact: MCW Energy Group Limited
Alex Blyumkin
Executive Chairman
Tel: +1 (800) 979-1897
Email: ablyumkin(at)mcwenergygroup.com

MCW Energy Group Limited
Dr. Jerry Bailey
Chief Executive Officer
Tel: +1 (800) 979-1897
Email: rgbailey(at)mcwenergygroup.com

Note:
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 itsRegulation 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

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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.

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169995 16.05.2012


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Datum: 16.05.2012 - 07:15 Uhr
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News-ID 147001
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