Press Releases

MCW Energy Group Reports Further Progress On Proposed Reverse Takeover With Axea Capital Corp And Voluntarily Enters Into “Quiet Period” From December 27, 2011

Shediac, New Brunswick, Canada/Frankfurt, Germany:  MCW Energy Group, a Canadian holding company involved in oil production/distribution and oil sands recovery technology today announced further progress on its proposed reverse takeover transaction with AXEA Capital Corp., (TSXV:XEA.H).  This transaction was originally reported by MCW on December 7^th, 2011 (“MCW Energy Group Enters Into Letter of Intent For Reverse Takeover With AXEA Capital Corp. To Facilitate Toronto Exchange Listing.”).

About The Proposed Qualifying Transaction:

AXEA and MCW Energy Group have agreed to combine their businesses by means of a triangular amalgamation, which is expected to constitute as a qualifying transaction of AXEA as defined by the policies and regulations of the TSX Venture Exchange.  This amalgamation will effectively provide for the acquisition of all of the outstanding equity interests of MCW by AXEA, indirectly through a wholly-owned New Brunswick incorporated subsidiary of AXEA, in a transaction in which the shareholders of MCW will receive shares of AXEA, and if applicable, convertible securities of AXEA. As a result of the amalgamation of this “Amalgamation Entity,” and MCW, AXEA will become the sole beneficial owner of all of the outstanding shares of the amalgamated Corporation.

Prior to, or concurrently with the amalgamation, AXEA intends on consolidating the AXEA shares and convertible securities of AXEA on a one-for-three basis. This amalgamation will result in AXEA issuing to MCW shareholders one AXEA share for each two shares of MCW held, and the convertible securities of MCW will be exchanged for convertible securities of AXEA with an exercise price 100% greater than the price of the convertible security prior to the amalgamation.  As at the date hereof, MCW has 125,240,000 shares outstanding and no convertible securities exercisable for shares of MCW. Accordingly, if the amalgamation was to be completed today, AXEA would issue an aggregate of 62,620,000 AXEA shares to the shareholders of MCW, termed the “consideration shares.”

Immediately prior to the completion of this amalgamation, there will be 2,582,800 (following completion of the above noted share consolidation) AXEA shares outstanding.  Following completion of the amalgamation, the former shareholders of MCW will own approximately 96% of the AXEA shares, and current shareholders of AXEA will hold approximately 4% of the AXEA shares. Accordingly, this amalgamation will constitute a reverse takeover of AXEA.

This proposed amalgamation is an arm’s length transaction and therefore is not a related party transaction. As a result, no meeting of AXEA shareholders is required as a condition to the completion of the proposed amalgamation. Pursuant to the previously signed Letter of Intent executed by both parties in connection with the amalgamation, prior to the closing of the amalgamation, MCW is permitted to issue up to 3,500,000 shares of MCW from treasury and convertible securities exercisable for up to 10,000,000 shares of MCW. Following the completion of this amalgamation, the Amalgamated Corporation will be a wholly owned subsidiary of AXEA. Completion of this amalgamation is conditional upon all necessary regulatory approvals, including the approval of the Exchange, and other conditions which are typical for a business combination transaction of this nature.

After giving effect to this amalgamation, it is expected that AXEA will carry on business under the name “MCW Energy Group Limited” (or such other name as may be acceptable to applicable regulatory authorities), and the AXEA shares are expected to be listed on the Exchange under a new trading symbol. The companies voluntarily sought trading suspension of their respective shares pending disclosure of material information from December 27, 2011.

MCW management feels that a Toronto Venture Exchange listing will increase liquidity for MCW shareholders everywhere (new and existing) and will open up a robust, new forum of North American investors who are well informed on resource issues, especially oil sands investors in Canada.