Carmen Energy Inc.
TSX VENTURE : CEI.P

May 04, 2011 18:42 ET

Carmen Energy Inc. Provides Update on Qualifying Transaction

CALGARY, ALBERTA--(Marketwire - May 4, 2011) - In a news release dated April 25, 2011, Carmen Energy Inc. ("Carmen" or the "Corporation") (TSX VENTURE:CEI.P) announced its proposed qualifying transaction involving the acquisition of certain assets from four private companies for consideration comprised of a mix of cash and work commitments (collectively the "Acquisitions"). The Acquisitions, when completed, will collectively constitute the qualifying transaction of the Corporation pursuant to Policy 2.4 of TSX Venture Exchange Corporate Finance Manual.

In connection with Acquisitions, Carmen also announced that it had entered into a letter agreement with Macquarie Private Wealth Inc., (the "Agent") to lead on a commercially reasonable efforts basis and subject to satisfactory completion of due diligence, an offering for gross proceeds of a minimum of $2.5 million and a maximum of $3.5 million. Carmen is pleased to announce today that engagement letter between Carmen and the Agent has been revised and now contemplates an offering for gross proceeds of a minimum of $3.0 million and a maximum of $3.5 million (the "Brokered Offering"). As previously announced, in conjunction with the Brokered Offering, the Corporation will also be placing up to a maximum of $1.5 million under a non-brokered offering. Proceeds from the offerings will be used to fund the purchase price of the Acquisitions and the Corporation's anticipated work program for the twelve months following the closing of the Acquisitions. For more information on the Acquisitions and the Corporation's anticipated work program please see the Corporation's new release dated April 25, 2011 which was disseminated by marketwire and filed on the Corporation's SEDAR profile at www.sedar.com.

Exemption from Sponsorship and Resumption of Trading

Carmen is also pleased to announce that its application for an exemption from the sponsorship requirements of the TSX Venture Exchange (the "TSXV") has been approved by the TSXV and the common shares of Carmen will resume trading on the facilities of the TSXV under the trading symbol CEI.P starting on or about May 5, 2011.

About Carmen Energy Inc.: Carmen is a junior capital pool company that completed its initial public offering and obtained a listing on the TSXV in January of 2011. Prior to entering into the letters of agreement for the Acquisitions, Carmen did not carry on any active business activity other than reviewing potential transactions that would qualify as Carmen's qualifying transaction.

ON BEHALF OF THE BOARD OF DIRECTORS

Mr. Brian Doherty, President, CEO and Director

Advisory Regarding Forward-Looking Information and Statements

This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "will", "expects", "believe", "plans", "potential" and similar expressions are intended to identify forward-looking statements or information. More particularly and without limitation, this press release contains forward looking statements and information concerning: the Acquisitions, the completion of the Acquisitions, the Brokered Offering and the non-brokered offering (the "Offerings") and the use of proceeds of the Offerings; and the size of the Offerings. The forward-looking statements and information in this press release are based on certain key expectations and assumptions made by Carmen, including the satisfaction of the conditions of closing of the Offerings and the Acquisitions on the timing planned, and the receipt, in a timely manner, of regulatory and other required approvals. Although Carmen believes that the expectations and assumptions on which such forward looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because Carmen can give no assurance that they will prove to be correct.

Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the risks associated with the oil and gas industry in general such as operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve and resource estimates; the uncertainty of estimates and projections relating to reserves, resources, production, costs and expenses; health, safety and environmental risks; commodity price and exchange rate fluctuations; marketing and transportation; loss of markets; environmental risks; competition; incorrect assessment of the value of acquisitions; failure to realize the anticipated benefits of acquisitions including the Acquisitions; ability to access sufficient capital from internal and external sources; changes in legislation, including but not limited to tax laws, royalties and environmental regulations, actual production from the acquired assets may be greater or less than estimates; failure to obtain the necessary regulatory approval, stock exchange and other regulatory approvals and on the timelines planned; risks that conditions to closing of the Acquisitions or the Offerings are not satisfied.Management has included the above summary of assumptions and risks related to forward‐looking information provided in this press release in order to provide securityholders with a more complete perspective on Carmen's future operations and such information may not be appropriate for other purposes.

The forward-looking statements and information contained in this press release are made as of the date hereof and Carmen undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Completion of the Acquisitions and the Offerings (collectively the "Transaction") is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

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