MCW Enterprises Enters Into Shares for Debt Transaction and Agreement to Issue Bonus Shares

Marketwired

text-align:left;

">VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 26, 2012) - MCW Enterprises Ltd. (TSX VENTURE:MCW) ("MCW"), a Canadian holding company involved in fuel distribution and the creation of oil sands recovery technology, announces that it has entered into an agreement with an arms‐length lender, pursuant to which MCW will issue 940,963 common shares in satisfaction of indebtedness of $781,000 currently owed to such lender, based on an agreed issue price of $0.83 per share. MCW determined to satisfy the indebtedness with common shares in order to preserve its cash for use on the construction of its extraction technology in the Uinta Basin of Utah, USA.

In addition, MCW announces that it has entered into an agreement with Alex Blyumkin, Chairman/Director of MCW, and David Sutton, President and a Director of MCW, to issue up to 722,892 common shares (361,446 each) in consideration for personally guaranteeing up to $3,000,000 of MCW debt, based on an agreed issue price of $0.83 per share. As of the date of this News Release $2,000,000 has been drawn on by MCW and accordingly 481,928 of the bonus shares (240,964 each) will be issued.

The shares will be issued upon acceptance by the Exchange. The common shares issued in satisfaction of the indebtedness and in consideration for the personal guarantees will be subject to a four month statutory hold period from the date of issuance.

Following completion of the 940,963 common shares in satisfaction of indebtedness and the 481,928 in consideration for the personal guarantees MCW will have a total of 35,497,778 common shares issued and outstanding.

About MCW Enterprises Ltd:

MCW, through its wholly‐owned subsidiary, MCW Energy Group Limited, is focused on value creation as (i) a distributor of gasoline and diesel fuels to service stations in Southern California for over 60 years, having revenue in the fiscal year ending August 31, 2011, of US$241.5 million and, (ii) as a developer of proprietary technology for the extraction of oil from sand at its first field in the Uinta Basin of Utah, USA. MCW's management team is comprised of individuals who have extensive knowledge in both conventional and unconventional oil and gas projects and production, as well as refinery and fuel distribution experience. For additional information on MCW, please visit: www.mcwenergygroup.com.

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. Forward‐looking statements in this news release, include, but are not limited to, the commercial viability of the technology and the extraction plant, economic performance and future plans and objectives of the Company. Any number of important factors could cause actual results to differ materially from these forward‐looking statements as well as future results. Although MCW believes 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, MCW disclaims any intention and assumes 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.

Contact:
MCW Enterprises Ltd.
Paul Davey
Communications
+1 (800) 979-1897 (Ext. 3) or Cell: 1-778-389-0915
paul@mcwenergygroup.com
www.mcwenergygroup.com