VANCOUVER, BC, April 3,
2023 /CNW/ - MCF Energy Ltd. (TSXV: MCF) (FRA:
DC6) (OTCQX: MCFNF) ("MCF Energy" or the
"Company") is pleased to announce that it has completed its
acquisition ("Acquisition"), previously announced on
February 22, 2023, 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. The
Acquisition positions MCF Energy as a future leader in natural gas
exploration in Germany, with 100%
ownership and operatorship of its projects, and an expert
in-country team.
Highlights:
- MCF Energy gains 100% ownership of four licences at German
natural gas exploration and development projects
- Portfolio to begin drill testing in the second half of
2023
- Proprietary database for 10 additional project areas
- Significant projects are under application with Acquisition
consideration tied to their success
- Establishes MCF Energy as an active operating company in
Germany with expert local
team
- Actively targeting additional large-scale acquisitions
throughout Europe
The Acquisition of Genexco and its 20% participation in Genexco
Gas GmbH has brought MCF Energy a substantial portfolio of assets
and a clear pathway for growth in Germany's natural gas sector. The Company has
secured licences for four large-scale project areas in Northern and
Southern German, including Reudnitz, a confirmed gas discovery
situated in a rural area southeast of Berlin. Previously, MCF Energy was earning a
non-operating 50% economic interest in the Reudnitz licence, but
with the Acquisition, the Company has gained full ownership and
operatorship of the licence, providing greater control and
flexibility over the project's development.
Additionally, the Acquisition provides MCF Energy with a
valuable proprietary database that includes geological, seismic,
and well data for 10 additional project areas. MCF Energy has
utilised this data to submit applications for multiple project
areas, which have the potential to significantly increase the
Company's footprint in the German natural gas sector. The
successful approval of these applications is tied to partial
consideration of the Acquisition. Management anticipates receiving
updates on the status of these applications shortly with more
awards expected in 2023.
A 20% interest in an additional German oil and gas exploration
licence held by Genexco Gas GmbH has also been acquired by MCF
Energy through the Acquisition. This presents an exciting
opportunity for the Company as a well is planned to be drilled in
the second half of 2023. Prior drilling at an adjacent site 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 EUR5,000,000.
Senior leaders of Genexco have agreed to join MCF Energy in a
consulting capacity, bringing their valuable in-house German
operating expertise, in addition to becoming significant
shareholders in the Company. These include:
- Peter Eckhard Oehms, a geologist
and project manager with over 40 years of experience, including
previously from 1998 to 2008 at Wintershall, Germany's largest crude oil and natural gas
producer, including as managing director in its core asset
Norway;
- Frank Steinich, a drilling and
operations specialist with over 35 years of experience, including
work at ITAG, Central European Petroleum, and Rhein Petroleum;
- Matthew Keith, an oil and gas
professional with over 35 years of experience, including work at
Cairn, Bowleven, and IPC (Lundin). He specialises in exploration,
appraisal, well-design, planning, development, and HPHT
operations;
- Jürgen Milinski, a legal professional with over 35 years of
experience in the energy sector. He was a portfolio manager at
Gazprom in the Netherlands and
previously supported Engie (Gaz de
France) operations in the German and Caspian regions; and
- Jan Paul Van Driel, a former
head of economics and planning at Shell UK. He brings broad
experience in corporate strategy, joint ventures and asset
development to MCF Energy.
James Hill, CEO and Director of
MCF Energy, added, "We are privileged to have the senior leadership
team of Genexco join us in our mission. Their wealth of knowledge
and experience in Germany's energy
sector will be instrumental in advancing our goals. The successful
closure of the Genexco Acquisition is a major step for MCF Energy
and positions us to make a positive impact on Germany's energy needs and provide a secure
and sustainable energy path for Germany and the broader region. We will move
quickly to unlock the potential of the impressive portfolio that
Genexco has painstakingly assembled."
Peter Eckhard Oehms, co-founder
of Genexco and incoming MCF Energy managing director for
Germany, stated, "MCF Energy
presents a perfect fit for Genexco to quickly advance and maximise
the potential of our project portfolio at this crucial time for
Germany's energy security. Our
team is dedicated to providing leadership, continuity, and
management to ensure the smooth operation of MCF Energy's German
projects. We express our gratitude to all those who played a part
in Genexco's success over the past nine years and anticipate
achieving even more milestones with MCF Energy in the immediate
future."
At Closing, the Company paid EUR1,250,000.00 in cash and issued a total of
11,067,750 common shares to the shareholders of Genexco in
connection with the Acquisition. A total of 4,919,000 additional
common shares are available for issuance, and a total of
EUR 3,250,000 in cash is due. Of this
amount, EUR 2,250,000 is contingent
upon Genexco achieving a number of predetermined milestones before
October 1, 2024, including obtaining
a number of licences, net of final working capital adjustments. The
shares have a limited trading right, which expires in three equal
instalments four, eight, and twelve months after closing. A
success fee of EUR 220,000 was paid
in connection with the Acquisition.
Concurrently with closing of the Acquisition, the Company issued
24,799,000 common shares on conversion of the subscription receipts
that were previously pursuant to the concurrent
financing. See the Company's news release dated
March 27, 2023, for details of the
financing.
The Company is pleased to announce that it has entered into
an agreement with Digitonic Limited ("Digitonic") to provide
marketing and investor relations services. Digitonic, an investor
relations firm based in Glasgow,
Scotland, will provide content creation, distribution, and
advertising services focused on the North American market. Under
the terms of the agreement, dated March
7, 2023, Digitonic has agreed to
provide investor relations and marketing
services beginning March 27,
2023 to the Company in exchange for an aggregate
amount of two hundred and sixty thousand US
dollars for a three month term. Digitonic brings a
best-in-class marketing platform to MCF Energy as it looks to tell
its story after successfully raising over $20 million Canadian dollars, closing the
transformational Genexco Acquisition, and acquiring a 20% stake in
the Welchau well in Austria, where
drilling preparations are currently underway, already in 2023.
The Company has also been advised that Mr. Frank Giustra directly acquired 1,400,000 common
shares in connection with the financing which closed March 17, 2023. Mr. Giustra beneficially
owns approximately 20,817,000 common shares of the Company,
representing approximately 9.46% of the outstanding common shares
of the Company. As a result of dilution due to the shares issued
pursuant to the financing and Acquisition, Mr. Giustra is no longer
deemed a 10% holder and will not be required to complete any
further early warning filings. Mr. Giustra has filed a Report on
SEDAR pursuant to National Instrument 62-103 (Early Warning Report)
as required to terminate his filing requirements. A copy of the
Report can be obtained from SEDAR at www.sedar.com.
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; OTCQX: 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.