Mr. Jim Hill reports

MCF ENERGY LTD. CLOSES FULLY SUBSCRIBED NONBROKERED PRIVATE PLACEMENT

MCF Energy Ltd., further to its news release dated July 15, 2024, has closed its fully subscribed non-brokered private placement. The company issued a total of 29,848,686 units for aggregate gross proceeds of $4,447,303. Each unit consists of one common share of the company and one share purchase warrant, with each warrant entitling the holder to acquire an additional common share at an exercise price of 16 cents until July 31, 2026.

In connection with the offering, the company paid finders' fees of $100,036. In addition, the company issued 666,906 non-transferable finders' warrants. Each finder's warrant entitles the holder to acquire one share at a price of 16 cents per share until July 31, 2026.

The company intends to use the net proceeds from the offering for working capital and general corporate purposes.

The company has settled outstanding debt owed by the company to various creditors in the aggregate amount of $1,566,788 through the issuance of an aggregate of 10,445,254 units, at a deemed price of 15 cents per debt unit. Each debt unit consists of one common share and one full common share purchase warrant, with each warrant entitling the holder to acquire an additional common share at an exercise price of 16 cents until July 31, 2026.

Certain insiders of the company acquired units pursuant to the offering and, as such, a portion of the offering is considered a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of the units nor the consideration for such units exceeds 25 per cent of the company's market capitalization.

All securities issued pursuant to the offering and the debt settlement, and any shares that may be issuable on exercise of any such securities will be subject to a statutory hold period expiring four months and one day expiring Dec. 1, 2024. The offering remains subject to final approval of the TSX Venture Exchange.

About MCF Energy Ltd.

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. The company has secured interests in several significant natural gas exploration projects in Austria and Germany, with additional concession applications pending. MCF Energy is also evaluating additional opportunities throughout Europe. 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 Energy is a publicly traded company and is headquartered in Vancouver, B.C.

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