Press Releases

MCW Fuels Inc. (An MCW Energy Group Limited Subsidiary) Enters Into Binding Agreement To Acquire Westco Petroleum Distributors Inc.

MCW Energy Group Limited, 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, is pleased to announce that MCW Fuels has signed an agreement (the “Agreement”) to acquire Western Petroleum Distributors Inc. (“Westco”).

Pursuant to the Agreement, MCW Fuels will pay $2,000,000 USD in exchange for Reseller Distribution Agreements (“Distribution Agreements”) to become the sole fuel supplier to a total of 16 Westco-supplied service stations located throughout Southern California.  The Distribution Agreements are expected to add approximately 25,000,000 gallons of fuel to MCW Fuels’ current annual sales volume of 75,000,000 gallons throughout California.

It is anticipated that the Agreement will be implemented in two phases: 

1. Phase one details the assignment, by Westco to MCW Fuels, of seven existing ConocoPhilips 76 Branded Reseller Distribution Agreements, each with a term of ten years, for a total consideration of $1,000,000 USD due on or before June 15, 2012.  MCW Fuels has secured $1,000,000 from an existing lender which will be used to finance the first phase of the Agreement.  The consideration paid to Westco pursuant to the first phase of the Agreement will be subject to a one year hold back of $250,000 unless certain performance benchmarks are met.

2. Phase two of the Agreement is the assignment, by Westco to MCW Fuels, of an additional 9 (nine) ConocoPhilips 76 Branded Reseller Distribution Agreements, each with the same ten-year term, for a total consideration of $1,000,000 USD due on or before January 31, 2013. The consideration paid to Westco pursuant to the second phase of the Agreement will also be subject to a one year hold back of $250,000 unless certain performance benchmarks are met.

“The acquisition of Westco’s 76 Branded Reseller Distribution Agreements is a very important benchmark in MCW Fuel’s growth as we further solidify our position as one of the top three fuel suppliers here in Southern California,” stated David Sutton, President of MCW Fuels.

About Westco Petroleum Distributors Inc.:

Westco is a Glendale, California-based independent wholesale distributor which offers all grades of gasoline, diesel and clean fuels such as biofuels.  The Company provides retail branding programs, unbranded supply contracts, fuel and inventory management and a web-based ordering/delivery system on a 24/7 basis. 

About MCW Fuels:

A Division of MCW Energy Group, this operation markets over 75 million gallons of branded and unbranded fuels annually throughout Southern California.  The Company now supplies fuel to more than 200 branded and unbranded service stations and provides commercial fuels to more than one hundred businesses.  It retains regional branding rights to major premier brands such as 76, Valero, Alliance and 7Eleven chains (non-contract branding projects) and offers signage assistance and state-of-the-art accounting systems.  MCW Fuels provides several value-added services including credit card processing, inventory control systems and price management services, and is involved in the marketing of alternative fuels such as hydrogen.  Through an aggressive program of mergers and acquisitions such as Westco, the Company is planning to expand into other regional U.S. markets.  For more information on MCW Fuels and the MCW Energy Group, please visit the corporate website at:  www.mcwenergygroup.com

For media/press information, please contact:

Paul Davey

MCW Energy Group,

334 Main Street, Suite 101,

Shediac, New Brunswick, E4P 2E5, Canada.

Tel:  (001) 800-979-1897

Email:  [email protected]

Note:

The information 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 does not constitute an offer of securities for sale or solicitation of an offer to buy securities in the United States of America. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.