MCW Energy Group to Acquire GeoPetro Resources Company
SAN FRANCISCO and TORONTO, March 1, 2013 (GLOBE NEWSWIRE) -- MCW Energy Group
Limited ("MCW") (TSX-V:MCW) (TSX Venture Exchange) and GeoPetro Resources
Company ("GeoPetro") (NYSE MKT:GPR) announced today that their respective
boards of directors have each unanimously approved a definitive merger
agreement whereby MCW has agreed, subject to the terms and conditions set
forth therein, to acquire GeoPetro and GeoPetro will continue as a subsidiary
At the effective time of the merger, each outstanding common share of GeoPetro
will be converted into the right to receive 0.07840916 common shares of MCW
and 0.138485 Class B Preferred Shares of MCW, and each outstanding share of
Series B Preferred Stock of GeoPetro will be converted into the right to
receive 0.07840916 Class A Shares of MCW.The MCW Class A Preferred Shares
will have the same substantive terms as the GeoPetro Series B Preferred Shares
with respect to voting rights, the right to receive dividends and the right to
receive distributions upon liquidation.The MCW Class B Preferred Shares will
not have the right to vote or to receive dividends, nor will the holders
thereof have the right to receive distributions upon any liquidation.During
the five years following the merger, should GeoPetro achieve certain EBITDA
targets, the MCW Class B Preferred Shares shall be automatically converted
into common shares of MCW.
Completion of the transaction is contingent upon, among other things,
shareholder and regulatory approvals, and it is expected to close in the
Summer of 2013. The parties intend to request a hearing before the California
Commissioner of Corporations and the approval of the Commissioner of the terms
and conditions of the merger.Obtaining such an approval from the Commissioner
would qualify the MCW share issuances for an exemption from the registration
thereof under the U.S. Securities Act of 1933, as amended, and such approval
is a condition to the obligations of the parties to consummate the merger.
One of the conditions to the obligation of MCW to consummate the merger is
that GeoPetro shall have secured, on or before March29, 2013 (unless extended
by MCW, in its sole discretion) $1,900,000 in equity financing.The merger
agreement includes additional customary representations, warranties and
covenants of GeoPetro and MCW.
Stuart J. Doshi, President, Chief ExecutiveOfficerand Chairman of GeoPetro,
commented: "We are pleased to be partnering with the MCW Energy Group.This
strategic business combination significantly enhances our abilities to access
capital and develop our portfolio of projects.This is a highly attractive
alignment and represents a decisive initiative on the part of GeoPetro
Resources Company to enhance shareholder value and create exciting and
promising new opportunities. We look forward to a successful and prosperous
relationship with the MCW Energy Group."
Alex Blyumkin, Chairman of MCW, said: "We are very pleased with this
transaction and are excited about the prospects of GeoPetro's projects."
GeoPetro is an independent oil and natural gas company headquartered in San
Francisco, California. GeoPetro currently has projects in the United States
and Canada. GeoPetro has developed an oil and gas property in its Madisonville
Field Project in Texas. Elsewhere, GeoPetro has assembled a
geographically-diversified portfolio of exploratory and appraisal prospects.
The GeoPetro Resources Company logo is available at
MCW is focused on value creation as (i) a distributor of gasoline and diesel
fuels to service stations in Southern California for over 72 years, having
revenue in the fiscal year ending August 31, 2011, of US$241.5 million, most
recently reported having revenue of US$363.3 million for the fiscal year
ending August 31, 2012, and (ii) as a developer of proprietary technology for
the extraction of oil from oil sands at its first field in the Uinta Basin of
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.
For more information, please contact: MCW Energy Group Limited
Tel: +1 (800) 979-1897 (Ext. 3)
Cautionary Note Regarding Forward-Looking Statements
Certain items in this press release and other information GeoPetro provides
from time to time may constitute forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 including, but not
necessarily limited to, statements relating to future events and financial
performance. You can identify these forward-looking statements by the use of
forward-looking words such as "outlook," "believes," "expects," "potential,"
"continues," "may," "will," "should," "could," "seeks," "approximately,"
"predicts," "intends," "plans," "estimates," "anticipates," "target,"
"projects," "contemplates" or the negative version of those words or other
comparable words. Any forward-looking statements contained in this press
release are based upon GeoPetro's historical performance and on GeoPetro's
current plans, estimates, and expectations in light of information currently
available to GeoPetro. Such forward-looking statements are subject to various
risks and uncertainties and assumptions relating to GeoPetro's operations,
financial results, financial condition, business, prospects, growth strategy,
and liquidity. For a discussion of such risks and uncertainties, see "Risk
Factors" included in GeoPetro's Annual Report on Form 10-K. Furthermore,
GeoPetro is under no obligation to update or alter any of the forward-looking
statements contained in this press release as a result of new information,
future events or otherwise, unless required by law.
No stock exchange or regulatory authority has approved or disapproved of the
information contained herein.
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
Additional Information and Where to Find It
This communication is being made in respect of the proposed transaction
involving GeoPetro and MCW. The proposed transaction will be submitted to the
shareholders of GeoPetro for their consideration. In connection with the
proposed transaction, GeoPetro will prepare a proxy statement to be filed with
the United States Securities and Exchange Commission ("SEC"). GeoPetro plans
to file with the SEC other documents regarding the proposed transaction.
SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED
TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. The definitive proxy statement will be mailed
to GeoPetro's shareholders. You may obtain copies of all documents filed with
the SEC concerning the proposed transaction, free of charge, at the SEC's
website at www.sec.gov. In addition, shareholders may obtain free copies of
the documents filed with the SEC by GeoPetro by going to GeoPetro's Investor
Relations website page by clicking the "Investor Relations" link at
www.geopetro.com or by sending a written request to GeoPetro's Secretary at
150 California Street, Suite 600, San Francisco, CA 94111, or by calling
Stuart Doshi at (415)398-8186.
Completion of the transaction is subject to compliance with the policies of
the TSX Venture Exchange and a number of conditions, including but not limited
to, approval by the shareholders of MCW of certain resolutions required to
complete the transaction. There can be no assurance that the transaction will
be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the proxy
statement/management information circular or other disclosure documents filed
with regulators to be prepared in connection with the transaction, any
information released or received with respect to the transaction may not be
accurate or complete and should not be relied upon.
GeoPetro, its directors, and certain of its executive officers may be
considered participants in the solicitation of proxies in connection with the
proposed transaction.Information about the directors and executive officers
of GeoPetro and their ownership of GeoPetro stock is set forth in the proxy
statement for GeoPetro's 2012 annual meeting of shareholders.Investors may
obtain additional information regarding the interests of such participants by
reading the proxy statement GeoPetro will file with the SEC when it becomes
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.
GeoPetro Resources Company Logo
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