MCW Energy Group To Acquire GeoPetro Resources Company

MCW Energy Group To Acquire GeoPetro Resources Company 
03/01/13 -- MCW Energy Group Limited ("MCW") (TSX VENTURE:MCW)
(MCW.V) (TSX Venture Exchange) and GeoPetro Resources Company
("GeoPetro") (NYSE MKT:GPR)(NYSE Amex: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 of MCW. 
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 March 29,
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 Executive Officer and 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
About GeoPetro 
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. 
About MCW 
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
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 or
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
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 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 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
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 available. 
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. 
MCW Energy Group Limited
Paul Davey
+1 (800) 979-1897 (Ext. 3) or Cell: 1-778-389-0915
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