MCW Energy Group Announces Convertible Note Financing, Shares for Debt Transaction and Other Updates

Toronto, Canada- (Market Wired) December 20, 2015 – MCW Energy Group Limited (“MCW”) (TSXV: MCW (OTCQX: MCWEF ), a Canadian holding company involved in the development of environmentally-friendly oil sands technologies and the production of oil from Utah’s vast oil sands deposits, today announced the following:

Convertible Note Financing

MCW has secured a convertible secured note (the “NOTE”) to an institutional arm’s length lender (the “Lender”) for an aggregate principal amount of US$555,556 in accordance with the terms of a securities purchase agreement (the “Agreement”) pursuant to which the Lender has agreed to loan up to US$1,111,112. The Note bears interest at a rate of 5% per annum, is payable quarterly and matures on June 165, 2017. At the option of the Lender, principal under the Note is convertible into units (the “Units”) of MCW at a conversion price of CAD$0.47 per Unit. Each Unit would consist of one common share in the capital of MCW (a “Common Share”) and one common share purchase warrant (a “Warrant”) of MCW. Each Warrant would entitle the Lender to acquire one common share at an exercise price of CAD$0.4935 per Common Share until December 15, 2020. MCW has granted a security interest to the holder under a general security agreement covering all of the assets of MCW. All securities issued pursuant to the financing will be subject to a four month hold period. The net proceeds will be used by MCW for the purposes of constructing, expanding and operating an oil sands recovery plant in Asphalt Ridge, Utah, as well as for other working capital requirements. The financing is subject to final approval of the TSX Venture Exchange (the “Exchange”)

Shares for Debt Transaction

MCW has entered into a shares for debt agreement, pursuant to which MCW will issue 43,814 common shares in satisfaction of US$17,057.50 of indebtedness currently owed to an arm’s length service provider. MCW determined to satisfy the indebtedness with Common Shares in order to preserve its cash for use on its extraction technology in Asphalt Ridge, Utah. The Common Shares will be issued upon acceptance by the Exchange. The Common Shares issued in satisfaction of the indebtedness will be subject to a four month hold period from the date of issuance.

Following completion of the issuance of the 43,814 Common Shares (and the 100,000 announced on November 24, 2015, the 5,674,719 announced on November 6, 2015 and the 5,729,142 announced on November 18, 2015 (as amended below), MCW will have a total of 74,082,390 Common Shares issued and outstanding.

Corporate Update

MCW will not be proceeding with the US$4.915 million debt financing announced on November 3, 2015.

In addition, MCW advises that the news release dated November 18, 2015 should have stated 5,729,142 Common Shares were being issued to Aleksandr Blyumkin in consideration for personally guaranteeing US$16.5 million of debt, 3,177,215 at a deemed price of CAD$0.79 per share. The issuance remains subject to final approval of the Exchange.

Released December 20, 2015