MCW Energy Group Limited (TSXV:MCW) entered into a definitive merger agreement to acquire GeoPetro Resources Company (AMEX:GPR) from Brick Asset Management Inc. and others on February 28, 2013. Under the terms of the agreement, each outstanding common share of GeoPetro will be converted into the right to receive 0.078 common shares of MCW and 0.14 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 0.078 Class A Shares of MCW. Post acquisition, GeoPetro will continue as a subsidiary of MCW. MCW will list its common shares on the NYSE MKT LLC. GeoPetro Resources will pay a termination fee of CAD 0.25 million to MCW if the transaction gets cancelled.

The transaction is subject to shareholder approvals, regulatory approvals, approval of the California Commissioner of Corporations, compliance with the policies of the TSX Venture, MCW's shares being listed on the NYSE and GeoPetro's shares being listed on the TSX-V Exchange, the number of dissenting shares shall not exceed five percent (5.0%) of the outstanding shares and preferred stock and GeoPetro obtaining equity financing on or before March 29, 2013. The acquisition has been unanimously approved by the Boards of MCW and GeoPetro. The transaction is expected to close in the summer of 2013.

On April 4, 2013, GeoPetro and MCW entered into an amended agreement, pursuant to which, the condition for MCW to have secured CAD 1.9 million in financing has been extended till May 31, 2013. As an additional condition for consummation of transaction, GeoPetro's articles of incorporation shall be amended, to increase the authorized number of shares of from 100 million to 200 million.

Thomas M. Rose, Eric Gallo, Shona Smith, Lisa Raines and Kristin O'Connor of Troutman Sanders LLP and Robbie Grossman of Garfinkle Biderman LLP Barristers & Solicitors acted as the legal advisors to MCW Energy Group. Joseph S. Radovsky and Adam P. Siegman of Greene Radovsky Maloney Share & Hennigh LLP acted as the legal advisors to GeoPetro Resources.

MCW Energy Group Limited (TSXV:MCW) cancelled the acquisition of GeoPetro Resources Company (AMEX:GPR) from Brick Asset Management Inc. and others on May 14, 2014.