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 Alberta.
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 qualifying transaction.
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.
