MCF Energy Closes Genexco Acquisition for Major Expansion in German Natural Gas Exploration

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.

Investor Relations, Jim Hill, CEO, Tel: [phone], Email: [email protected]; Public Relations, Sarah Mawji, Email: [email protected]