|By Marketwired .||
|July 30, 2014 07:00 PM EDT||
TORONTO, ONTARIO -- (Marketwired) -- 07/30/14 -- MCW Energy Group Limited ("MCW") (TSX VENTURE:MCW)(OTCQX:MCWEF), a Canadian holding company involved in fuel distribution and the creation of oil sands extraction technology, announces that it has agreed to issue each of Dalex Investments, Inc. and Dalex Holding, Inc., private California company's wholly owned and controlled by Alex Blyumkin, an officer and director of the Corporation, 234,981 common shares in consideration for providing collateral to secure fuel advances of up to US$2,100,000 made by Phillips 66 Company to MCW Fuels, Inc., a wholly owned subsidiary of MCW. The common shares issued will be subject to a US restrictive legend as well as a four month statutory and TSX Venture Exchange (the "Exchange") hold period from the date of issuance. The issuance is subject to final approval of the Exchange.
Mr. Blyumkin is an officer and director of MCW thereby making the issuance of the bonus shares a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The issuance was exempt from the formal valuation approval requirements of MI 61-101 as none of the securities of MCW are listed on a prescribed stock exchange. The issuance was exempt from the minority shareholder approval requirements of MI 61-101 as at the time the transaction was agreed to, neither the fair market value of the transaction, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, exceeded 25% of MCW's market capitalization.
Following completion of the above noted share issuance MCW will have a total of 46,918,577 common shares issued and outstanding.
In addition, MCW announces a second drawdown of US$657,000 under the secured convertible debenture for up to a maximum aggregate principal amount of US$2,000,000 to Alex Blyumkin, an officer and director of MCW, previously announced on June 25, 20014. The US$657,000 will be convertible into common shares of MCW at $1.00 per common share. A total of US$1,796,000 of the US$2,000,000 has now been borrowed by MCW from Mr. Blyumkin under the debenture.
About MCW Energy Group:
MCW is focused on value creation as (i) a distributor of gasoline and diesel fuels to service stations in Southern California for 75 years, having revenue in the fiscal year ending August 31, 2011 of US$241.5 million, revenue of US$363.3 million for the fiscal year ending August 31, 2012, and revenue of US$431.9 million for the fiscal year ending August 31, 2013, and (ii) as a developer of proprietary technology for the extraction of oil from oil sands at its first field in Asphalt Ridge, Utah, USA. MCW's management team is comprised of individuals who have extensive knowledge in both conventional and unconventional oil and gas projects and production, as well as refinery and fuel distribution experience.
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 commercial viability of the technology and the extraction plant, economic performance and future plans and objectives of MCW. 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.
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