VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 8, 2012) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.

AXEA Capital Corp. ("AXEA") (TSX VENTURE:XEA.H) and MCW Energy Group Limited ("MCW") (FRANKFURT:MW4) are pleased to provide an update with respect to their proposed "qualifying transaction" previously announced in a press release on October 31, 2011.

MCW is a California based company with two business units focused on value creation; i) MCW Fuels Inc. ("MCW Fuels"), a well established distributer of gasoline and diesel fuels to service stations in southern California, which in the fiscal year ended August 31, 2011 had revenue of US$ 241.5 million, and ii) MCW Oil Sands Recovery, LLC ("MCW Oil Sands") which owns an oil sands extraction process that MCW is preparing to implement in the third quarter of 2012. MCW's management team is comprised of individuals with significant background in both conventional and unconventional oil and gas projects as well as the refinery and fuel distribution business. For more information on MCW, please visit their website [ www.mcwenergygroup.com ].

In connection with the qualifying transaction, MCW is pleased to announce a private placement financing of approximately $5,000,000 (the "Private Placement") comprised of subscription receipts to be converted into one common share and one unit of AmalCo (as defined hereinafter) upon the successful closing of the qualifying transaction.

About the Proposed Transaction

AXEA and MCW have agreed to combine their businesses by means of a three cornered amalgamation (the "Amalgamation") whereby shares of MCW will be exchanged for the publicly listed shares of AXEA on a post-AXEA Share Consolidation (as defined hereinafter) basis of one (1) AXEA Share for each four (4) MCW common shares. The Amalgamation is expected to constitute the "qualifying transaction" of AXEA as defined by the policies of the TSX Venture Exchange (the "Exchange"). Upon completion, it is expected that shareholders of both AXEA and MCW will hold freely tradable shares listed on the TSX Venture Exchange, with the exception of insiders of AXEA and MCW who will be subject to escrow provisions under the policies of the Exchange.

The Amalgamation will effectively provide for the acquisition of all of the outstanding equity interests of MCW by AXEA, indirectly through a wholly owned New Brunswick incorporated subsidiary of AXEA ("AcquisitionCo") in a transaction in which the shareholders of MCW will receive shares of AXEA and, if applicable, convertible securities of AXEA. As a result of the Amalgamation of AcquisitionCo and MCW ("AmalCo"), AXEA will become the sole beneficial owner of all of the outstanding shares of AmalCo. Following completion of the Amalgamation, AmalCo will be a wholly owned subsidiary of AXEA, and AXEA will be renamed MCW Energy Group Limited.

The AXEA Share Consolidation

Subject to the approval of AXEA shareholders, prior to or concurrently with the Amalgamation, AXEA intends on consolidating the AXEA Shares and convertible securities of AXEA on a one for six basis (the "AXEA Share Consolidation"). AXEA currently has 7,948,400 common shares issued and outstanding (the "AXEA Shares"), and 400,000 options to acquire common shares, on a pre-AXEA Share Consolidation basis. Immediately prior to closing of the Amalgamation, it is expected that AXEA will have 1,324,733 common shares issued and outstanding, and 66,667 options to acquire common shares, on a post-AXEA Share Consolidation Basis.

Upon completion of the AXEA Share Consolidation and the Amalgamation, it is anticipated that there will be approximately 35 million AXEA Shares issued and outstanding; 89% held by the current shareholders of MCW, 4% held by the current shareholders of AXEA, and 7% held by subscribers to the Private Placement. Accordingly, if the Amalgamation were to be completed today, AXEA would issue an aggregate of approximately 31 million AXEA Shares to the current shareholders of MCW.

Private Placement

In conjunction with the proposed Amalgamation, MCW has engaged Stonecap Securities Inc. ("Stonecap") as its lead agent to complete a private placement for gross proceeds of approximately $5,000,000. The proceeds of the offering will be used to fund the final payment of MCW's first 250 bbl/d oil sands extraction unit (the "Commercial Facility") to be located in the Uinta basin of Utah and for general working capital purposes. Construction of the Commercial Facility has been completed and, subject to the timing of the closing of the Private Placement, management of MCW anticipates installation to begin early in the third quarter of 2012, followed by first production approximately one month later.

The Private Placement will be comprised of subscription receipts ("Subscription Receipts") issued at a price of Cdn $0.50 per Subscription Receipt. Each Subscription Receipt shall be convertible into units of MCW (each, a "MCW Unit") consisting of one common share of MCW and one half of one common share purchase warrant (each a "MCW Warrant") whereby each full MCW Warrant is exercisable into one common share of MCW at a price of Cdn $0.75 for a period of 24 months post the closing of the Amalgamation. Effectively on closing of the Amalgamation, each four MCW Units shall be exchanged into one unit of AXEA, comprised of one AXEA Share (at a deemed price of Cdn $2.00 per share) and one-half of one share purchase warrant, with each whole warrant entitling the holder thereof to purchase, subject to adjustments, one AXEA Share at a price of Cdn $3.00 per share until the date that is 24 months following the closing of the Amalgamation.

Sponsorship

Sponsorship of a qualifying transaction of a capital pool company is required by the Exchange unless exempt in accordance with Exchange policies. AXEA and MCW intend on applying for an exemption from the sponsorship requirements under subsection 3.4(a)(ii) of Policy 2.2 of the Exchange Corporate Finance Manual, however, there is no assurance that AXEA will ultimately obtain this exemption.

About MCW Energy Group Limited

MCW is a company incorporated under the laws of New Brunswick. MCW Fuels, a wholly owned subsidiary of MCW, is engaged in distribution of liquid fuel on the west coast of the USA. MCW, through MCW Fuels, owns another subsidiary, MCW Oil Sands. Through MCW Oil Sands, MCW owns a land lease in Utah and is now moving into production of oil with an aim towards establishing a vertically integrated oil producer and distributor, with the goal of developing higher margins. MCW is focused on oil extraction from sand and shale and its first field is leased and based in the Uinta basin of Utah, USA. As at the date hereof MCW has 125,574,643 shares outstanding and convertible securities exercisable for up to 16,000,000 shares of MCW. The shares of MCW currently trade on the Frankfurt Stock Exchange under the trading symbol MW4.

The information in this press release related to MCW was provided to AXEA by MCW.

Completion of the Amalgamation is conditional upon all necessary regulatory approvals, including the approval of the Exchange, and other conditions which are typical for a business combination transaction of this type.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. 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 management information circular or filing statement 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. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

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. Although AXEA and MCW believe 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, AXEA and MCW disclaim any intention and assume 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 otherwise.

This press release does not constitute and the subject matter hereof is not, an offer for sale or a solicitation of an offer to buy, in the United States or to any "U.S Person" (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "1933 Act")) of any equity or other securities of AXEA and MCW. The securities of AXEA and MCW have not been registered under the 1933 Act and may not be offered or sold in the United States (or to a U.S. Person) absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act.

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