CALGARY, June 28, 2011 /CNW/ - Carmen Energy Inc. (TSXV: CEI.P) ("Carmen" or the "Corporation") is pleased to announce that further to its news releases of April 15,
June 15 and June 24, 2011 the Corporation closed the acquisitions
(collectively the "Transaction") of certain oil and gas assets located in the Ferrybank and Jumpbush
area of Alberta (the "Assets"). The Transaction constitutes the Corporation's qualifying
transaction pursuant to the applicable policies of the TSX Venture
Exchange (the "Exchange").
Pursuant to the terms of the Transaction, the Corporation acquired the
Assets for approximately $612,000 in cash (subject to adjustments).
The Assets are comprised of (i) a 37.5% interest in an oil well and a
50% interest specified undeveloped lands in the Jumpbush area of
Alberta; and (ii) freehold and crown leases in the Ferrybank area of
Contemporaneous with closing of the Transaction, the Corporation
completed a private placement financing (the "Private Placement") for
aggregate gross proceeds of $5,000,000, which consisted of the issuance
of (i) 6,000,000 units of the Corporation (the "Units") at a price of $0.25 per Unit on a non-brokered basis; and (ii)
14,000,000 Units under a brokered offering whereby Macquarie Private
Wealth Inc. acted as agent (the "Brokered Offering"). Each Unit is comprised of one Common Share and one-half of one
Common Share purchase warrant (each whole such warrant a "Warrant"). Each whole Warrant entitles the holder thereof to purchase one
Common Share at an exercise price of $0.40 at any time up to 4:30 p.m.
(Calgary time) on the date which is 18 months from the date hereof. The
agent received a cash commission equal to 7% of the gross proceeds of
the Brokered Offering and was granted an option to acquire 980,000
Units (the "Agent's Option"), exercisable at a price of $0.25 per Agent's Option for a period of
24 months from the closing date of the Brokered Offering. The Warrants
forming part of the Agent's Option shall have the same terms as the
Warrants issued under the Brokered Offering and will expire 18 months
from the date of the closing.
The Corporation expects that its Common Shares will commence trading
under the trading symbol CEI following the Exchange's review of final
documentation and the Exchange's issuance of the final bulletin
approving the Transaction.
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
The Exchange has in no way passed upon the merits of the proposed
Transaction and has neither approved nor disapproved the contents of
this news release.
Neither the Exchange nor its Regulation Service Provider (as that term
is defined in the policies of the Exchange) accepts responsibility for
the adequacy or accuracy of this release.
FORWARD LOOKING INFORMATION
Certain information in this news release is forward-looking within the
meaning of certain securities laws, and is subject to important risks,
uncertainties and assumptions. This forward-looking information
includes, among other things, the expected timing and receipt of the
final exchange bulleting and information with respect to the
Corporation's beliefs, plans, expectations, anticipations, estimates
and intentions and the activities of the Corporation after the
Transaction. The words "may", "could", "should", "would", "suspect",
"outlook", "believe", "anticipate", "estimate", "expect", "intend",
"plan", "target" and similar words and expressions are used to identify
forward-looking information. The forward-looking information in this
news release describes the Corporation's expectations as of the date of
this news release.
The results or events anticipated or predicted in such forward-looking
information may differ materially from actual results or events.
Material factors which could cause actual results or events to differ
materially from such forward-looking information include, among others,
risks arising from general economic conditions and adverse industry
events, risks arising from operations generally, reliance on
contractual rights such as licences and leases in the conduct of its
business, reliance on third parties, reliance on key personnel,
possible failure of the business model or business plan or the
inability to implement the business model or business plan as planned,
competition, environmental matters, and insurance or lack thereof.
The Corporation cautions that the foregoing list of material factors is
not exhaustive. When relying on the Corporation's forward-looking
information to make decisions, investors and others should carefully
consider the foregoing factors and other uncertainties and potential
events. The Corporation has assumed a certain progression, which may
not be realized. It has also assumed that the material factors
referred to in the previous paragraph will not cause such
forward-looking information to differ materially from actual results or
events. However, the list of these factors is not exhaustive and is
subject to change and there can be no assurance that such assumptions
will reflect the actual outcome of such items or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE
REPRESENTS THE EXPECTATIONS OF THE CORPORATION AS OF THE DATE OF THIS
NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE.
READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING
INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER
DATE. WHILE THE CORPORATION MAY ELECT TO, IT DOES NOT UNDERTAKE TO
UPDATE THIS INFORMATION AT ANY PARTICULAR TIME.
SOURCE Carmen Energy Inc
For further information:
President and Chief Executive Officer