Corporate Structure

MCW Energy Group (“MCW”, “the Company”) is a Canadian holding company with two principal portfolio companies, a fuel distributor based in Southern California, and a break-through oil sand recovery venture with operations in Utah. MCW’s oil sand recovery technology, which stands alone in the industry with respect to environmental safety and efficiency, has the potential to open vast U.S. oil sand reserves to production. The Company expects rapid growth, both from sales of crude oil recovered from Utah oil sands under lease, and through improved competitive positioning in its core fuel distribution business.

MCW’s two primary operations are:

• McWhirter Distributing Co., a leading distributor of branded and unbranded gasoline and diesel in the West Coast of the United States, and
• MCW Oil Sands Recovery LLC (“MCWOSR”) which will produce and sell oil extracted from oil sand reserves under lease in Utah.

The Company combines a steadily-growing, but low-margin fuel distribution business with an emerging, oil sand technology and extraction business. Based on conservative projections of oil pricing as well as operating costs, MCW’s oil sand recovery economics are attractive. Beyond these positive economics is a key strategic rationale for combining the two businesses. Fuel distribution is an intensely competitive industry. While MCW’s fuel distribution business has certain advantages over competitors, profit margins are thin and prospects for growth are essentially limited to the growth rate of the overall economy. However, as a producer of oil MCW becomes a supplier to the integrated petroleum companies, e.g., BP and Valero, that wield significant power over the much smaller regional distribution companies, including McWhirter Distributing Company. By having steady access to a supply of oil and control over the pricing, MCW will be able to negotiate contractual terms that provide advantages on the distribution side of the business. This strengthens MCW’s hand to make strategic moves in its core distribution business.