VANCOUVER, BC, Feb. 22,
2023 /CNW/ - MCF Energy Ltd. (TSXV: MCF) (FRA:
DC6) (OTCPK: MCFNF) ("MCF Energy" or the "Company") is pleased to
announce that it has expanded its acquisition ("Acquisition") of
German oil and gas interests through its purchase of all of the
outstanding shares of Genexco GmbH, a private German oil and gas
company. In addition to the previously announced purchase on
January 23, 2023, the Company has
also included additional interests held by a German company
affiliated with Genexco. This acquisition now grants MCF Energy a
20% interest in a prospective additional German oil and gas
exploration licence, where a well is scheduled to be drilled in the
second half of 2023. The location of the well is adjacent to a
previous site that has tested quantities of natural gas that would
be commercial at current prices. MCF Energy's 20% interest in the
first well is carried (i.e. does not bear the costs of drilling) up
to five million euros.
An updated letter of intent ("LOI") dated February 21, 2023, agreed between the Company and
Genexco, increases the consideration paid by the Company by
three million euros, equally split
between cash and MCF Energy common shares. This brings total
consideration under the updated LOI to buy Genexco and its
affiliated interests to 6.5 million
euros in MCF Energy common shares and 4.5 million euros in cash. The right to trade the
shares will be restricted, with the restriction ending in three
equal tranches over a period of four, eight, and twelve months
after the Acquisition. The cash and 2
million euros of shares will be released over an expected
time frame of twelve months as certain targets are met, including
receiving certain licences. The number of shares to be issued will
be determined on the date of signing the definitive agreement,
applying a CAD/EUR exchange rate on the date of the definitive
agreement and a valuation of MCF Energy common shares at
$0.60 per share. Both parties agree
to negotiate and finalise a definitive stock purchase and sale
agreement ("Genexco Agreement") by February
28, 2023 or extend the date if needed. Final approval of the
Acquisition is subject to TSX Venture Exchange approval.
Financing
In connection with the Acquisition, the Company is undertaking a
non-brokered financing (the "Financing") of 16,000,000 subscription
receipts at a price of $0.50 per
subscription receipt for gross proceeds of $8,000,000. Each subscription receipt will
convert into one common share of the Company concurrently with
closing of the Acquisition. The Financing is fully subscribed with
commitments from management, existing shareholders and
institutions. The proceeds from the Financing will be held in
escrow pending closing of the Acquisition and will be used to fund
the Company's initial obligations under the Genexco Agreement and
for general working capital. The Financing is subject to a
potential finder's fee of 6% of the gross proceeds raised from
subscriptions in the Financing on a portion of the orders, plus 6%
warrants for Company common stock exercisable at $0.62 per share for a period of one year (the
"Finder's Fee"). Final approval of the Financing and payment of any
Finder's Fees is subject to TSX Venture Exchange approval.
The common shares of the Company to be issued on
conversion of the subscription receipts will be free of any
statutory hold periods in Canada.
The following shareholders of MCF Energy intend to participate
in the offering:
- Frank Giustra: $1,000,000
- Mario Vetro: $1,000,000
- Carson Seabolt: $1,000,000
- Thomas Humphreys: $500,000
- Ford Nicholson: $400,000
About MCF Energy
MCF Energy was established in 2022 by leading energy executives
to strengthen Europe's energy
security through responsible exploration and development of natural
gas resources within the region. It has secured interests in two
significant natural gas exploration projects in Austria and Germany and is evaluating additional
opportunities. The Company's leaders have extensive experience in
the European energy sector and are working to develop a cleaner,
cheaper, and more secure natural gas industry as a transition to
renewable energy sources. MCF is a publicly-traded company (TSX.V:
MCF; FRA: DC6; OTCPK: MCFNF) and headquartered in Vancouver, British Columbia. For further
information, please visit: www.mcfenergy.com.
Additional information on the Company and the Transaction is
available at www.sedar.com under the Company's profile.
Cautionary Statements:
NEITHER THE 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.
Forward-Looking
Information
Except for the statements of historical fact, this news
release contains "forward-looking information" within the meaning
of the applicable Canadian securities legislation that is based on
expectations, estimates and projections as at the date of this news
release. The information in this news release about the completion
of the proposed transaction and financing described herein, and
other forward-looking information includes but is not limited to
information concerning the intentions, plans and future actions of
the parties to the transactions described herein and the terms of
such transaction. Factors that could cause actual results to differ
materially from those described in such forward-looking information
include, but are not limited to, risks related to the Company's
inability to perform the proposed transactions.
The forward-looking information in this news release reflects
the current expectations, assumptions and/or beliefs of the Company
based on information currently available to the Company. In
connection with the forward-looking information contained in this
news release, the Company has made assumptions about the Company's
ability to complete the planned transaction and activities. The
Company has also assumed that no significant events will occur
outside of the Company's normal course of business. Although the
Company believes that the assumptions inherent in the
forward-looking information are reasonable, forward-looking
information is not a guarantee of future performance and
accordingly undue reliance should not be put on such information
due to the inherent uncertainty therein.
Any forward-looking information speaks only as of the date on
which it is made and, except as may be required by applicable
securities laws, the Company disclaims any intent or obligation to
update any forward-looking information, whether as a result of new
information, future events or results or otherwise.
SOURCE MCF Energy Ltd.