|By Marketwired .||
|July 3, 2014 01:32 PM EDT||
TORONTO, ONTARIO -- (Marketwired) -- 07/03/14 -- Alex Blyumkin, a director and officer of MCW Energy Group Limited (TSX-V: MCW) (the "Corporation"), has filed an early warning report (the "Report") announcing he has acquired a US$824,000 principal amount secured convertible debenture and a US$2,000,000 principal amount secured convertible debenture of the Corporation.
The US$824,000 principal amount secured convertible debenture provides that the principal amount of the Debenture will bear interest at a rate of 10% per annum, payable on maturity (March 7, 2017). At the option of Mr. Blyumkin, the principal under the convertible Debenture may be converted into 998,230 common shares of MCW ("MCW Shares") at a conversion price of $0.90 at any time until maturity.
The US$2,000,000 principal amount secured convertible debenture (the "2nd Debenture") provides that an initial drawdown in the amount of US$1,139,000 (the "Initial Drawdown") will be advanced by Mr.
Blyumkin to the Corporation upon the execution and delivery of the 2nd Debenture, with any subsequent drawdowns to be advanced to the Corporation at the option of Mr. Blyumkin, upon request by the Corporation. The 2nd Debenture provides that the principal amount of the 2nd Debenture will bear interest at a rate of 10% per annum, payable on maturity (June 25, 2017). At the option of Mr. Blyumkin, the principal under the 2nd Debenture may be converted into MCW Shares at a conversion price equal to either: (i) $1.00 per MCW Share for drawdowns on or before August 11, 2014, or (ii) the minimum price permitted by the TSX Venture Exchange for drawdowns on or after August 12, 2014. The MCW Shares (1,221,122) issuable pursuant to the Initial Drawdown represent approximately 2.6% of the currently issued and outstanding MCW Shares. The MCW Shares (3,142,430) issuable pursuant to a full drawdown on or before August 11, 2014 would represent approximately 6.4% of the currently issued and outstanding MCW Shares.
Mr. Blyumkin also acquired 265,921 MCW Shares and warrants exercisable for 71,429 MCW Shares indirectly through the Alex and Polina Blyumkin Trust (the "Trust") pursuant to a share purchase agreement originally disclosed in an Early Warning Report and News Release filed on SEDAR on November 21, 2014. In the event of exercise of the warrants into 71,429 MCW Shares, the 337,350 (265,921 + 71,429) MCW Shares would represent approximately 0.7% of the currently issued and outstanding MCW Shares.
Mr. Blyumkin currently holds, directly or indirectly, beneficial ownership of, or the power to exercise control or direction over, 3,722,892 MCW Shares, warrants exercisable for 1,000,000 MCW Shares, representing (assuming full exercise of the warrants) approximately 9.3% of the currently issued and outstanding MCW Shares.
Immediately following the three acquisitions, Mr. Blyumkin will hold, directly or indirectly, beneficial ownership of, or the power to exercise control or direction over, 3,722,892 MCW Shares, warrants exercisable for 1,000,000 MCW Shares and debentures convertible into 2,219,352 MCW Shares (3,142,430 assuming full drawdown on the 2nd Debenture on or before August 11, 2014), representing approximately 14.6% of the currently issued and outstanding MCW Shares (assuming full exercise of the warrants and full drawdown on the 2nd Debenture).
The convertible debentures, common shares and warrants were acquired for investment purposes. Alex Blyumkin and the Trust may increase or reduce their investment in the Corporation according to market conditions or other relevant factors.
For further details relating to the acquisition, please see the Report, a copy of which is available under the Corporation's profile on the SEDAR website at www.sedar.com or may be obtained from Alex Blyumkin at c/o Alon HaCohen, TQM Law Corporation, 1801 Century Park E, Suite 2400, Los Angeles, California, 90067, (310) 844 6968, [email protected].
c/o Alon HaCohen
TQM Law Corporation
(310) 844 6968
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