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MCF Energy Acquires Additional German Hydrocarbon Interests and Announces $8MM Financing Led by $4MM from Management and Founders

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.

Company Relationship Disclosure

OTB is responsible for the OTB opinions provided in this disclosure except all sources or information provided by other parties were not verified or authenticated and OTB does not undertake to confirm or substantiate or be responsible for such information provided by other parties.

Any Content posted regarding a Profiled Issuer is not a solicitation or recommendation to buy, sell or hold securities. We cannot and do not assess, verify or guarantee the adequacy, accuracy or completeness of any information, the suitability or profitability of any particular investment, or the potential value of any investment or informational source. All information should be independently verified. We are not responsible for errors or omissions in our publications, and any opinions expressed are subject to change, without notice. We do not, nor are we under any obligation to undertake due diligence or investigation or authenticate and verify whatsoever regarding Profiled Issuers or any Content posted in relation thereto and we do not receive any verification from the Profiled Issuer regarding the Content we disseminate. Similarly, while we endeavor to facilitate the provision of quality information, we are not responsible for any loss or damages caused or alleged to have been caused by its use nor verify or authenticate or update such information.

Pursuant to an agreement between Spotlight Media and MCF Energy Ltd. we have been hired for a period of 180 days beginning January 11, 2023 and ending July 11, 2023 to publicly disseminate information about MCF Energy Ltd. including on the Website and other media including Facebook and Twitter. We are being paid $3,000 per month by MCF Energy Ltd. and were paid “ZERO” shares of unrestricted or restricted common shares. We plan to sell the “ZERO” shares of MCF Energy Ltd. that we hold during the time the Website and/or Facebook and Twitter Information recommends that investors or visitors to the website purchase without further notice to you. We may buy or sell additional shares of MCF Energy Ltd. in the open market at any time, including before, during or after the Website and Information, provide public dissemination of favorable Information.

This article contains forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs regarding future performance are “forward-looking statements”. Forward-looking statements can be identified by the use of words such as “expects”, “does not expect”, “is expected”, “believes”, “intends”, “anticipates”, “does not anticipate”, “believes” or variations of these words, expressions or statements, that certain actions, events or results “may”, “could”, “would”, “might” or “will be” taken, will occur or will be realized. Such forward-looking statements involve risks, uncertainties and other known and unknown factors that could cause actual results, events or developments to differ materially from the results, events or developments expected and expressed or implied in such forward-looking statements. These risks and uncertainties include, but are not limited to, dependence on obtaining and maintaining regulatory approvals, including the acquisition and renewal of federal, provincial, state, municipal, local or other licenses, and any inability to obtain all necessary government authorizations, licenses and permits to operate and expand the Company’s facilities; regulatory or policy changes such as changes in applicable laws and regulations, including federal, state and provincial legalization, due to fluctuations in public opinion, industry perception of integrative mental health, including the use of psychedelic-assisted therapy, delays or inefficiencies or any other reason; any other factor or development likely to hamper the growth of the market; the Company’s limited operating and profitability track record; dependence on management; the Company’s need for additional financing and the effects of financial market conditions and other factors on the availability of capital; competition, including that of more established and better funded competitors; the impact of the Russia-Ukraine conflict on the global economy; the continued impact of the COVID-19 pandemic; and the need to build and maintain alliances and partnerships, including with research and development companies, customers and suppliers. These factors should be carefully considered, and readers are cautioned not to place undue reliance on forward-looking statements. Despite the Company’s efforts to identify the main risk factors that could cause actual measures, events or results to differ materially from those described in forward-looking statements, other risk factors may cause measures, events or developments to materially differ from those anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in forward-looking statements. The Company does not undertake to revise forward-looking statements, even if new information becomes available as a result of future events, new facts or any other reason, except as required by applicable laws


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