MCW Energy to Buy GeoPetro Resources Company

MCW Energy Group Limited and GeoPetro Resources Company(NYSE: GPR) announced today that theirrespective boards of directors have each unanimously approved adefinitive merger agreement whereby MCW has agreed, subject to theterms and conditions set forth therein, to acquire GeoPetro andGeoPetro will continue as a subsidiary of MCW. At the effective time of the merger, each outstanding common share ofGeoPetro will be converted into the right to receive 0.07840916common shares of MCW and 0.138485 Class B Preferred Shares of MCW,and each outstanding share of Series B Preferred Stock of GeoPetrowill be converted into the right to receive 0.07840916 Class A Sharesof MCW. The MCW Class A Preferred Shares will have the samesubstantive terms as the GeoPetro Series B Preferred Shares with respect to voting rights, the right to receive dividends and theright to receive distributions upon liquidation. The MCW Class BPreferred Shares will not have the right to vote or to receivedividends, nor will the holders thereof have the right to receivedistributions upon any liquidation. During the five years followingthe merger, should GeoPetro achieve certain EBITDA targets, the MCWClass B Preferred Shares shall be automatically converted into commonshares of MCW. Completion of the transaction is contingent upon, among other things,shareholder and regulatory approvals, and it is expected to close inthe Summer of 2013. The parties intend to request a hearing beforethe California Commissioner of Corporations and the approval of theCommissioner of the terms and conditions of the merger. Obtainingsuch an approval from the Commissioner would qualify the MCW shareissuances for an exemption from the registration thereof under theU.S. Securities Act of 1933, as amended, and such approval is acondition to the obligations of the parties to consummate the merger.One of the conditions to the obligation of MCW to consummate themerger is that GeoPetro shall have secured, on or before March 29,2013 (unless extended by MCW, in its sole discretion) $1,900,000 inequity financing. The merger agreement includes additional customaryrepresentations, warranties and covenants of GeoPetro and MCW.