MCW Energy to Buy GeoPetro Resources Company

MCW Energy Group Limited and GeoPetro Resources Company

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.