CEI Coelacanth Energy Inc

CALGARY, Dec. 5, 2011 /CNW/ - Carmen Energy Inc. ("Carmen" or the "Corporation") is pleased to announce that it has filed a preliminary short form prospectus in the provinces of Alberta, British Columbia, Saskatchewan and Ontario, and obtained a receipt therefor, with respect to a public offering of up to $3,000,000 worth of common shares issued as "flow through shares" pursuant to the Income Tax Act (Canada) ("Flow-Through Shares") and up to $3,000,000 worth of units ("Units") (collectively, the "Offering"). Each Unit will be comprised of one common share of the Corporation (a "Common Share") and one half of one Common Share purchase warrant (each whole warrant a "Warrant"). The Common Shares and the Warrants comprising the Units will separate immediately upon the closing of the Offering. The Units and the Flow-Through Shares, are collectively referred to herein as the "Offered Securities". The Units and the Flow-Through Shares are offered separately from each other. The issued and outstanding Common Shares are listed on the TSX Venture Exchange ("TSXV") under the symbol "CEI". The Corporation has applied to the TSXV to list the Common Shares and the Common Shares issuable upon exercise of the Warrants to be distributed under this short form prospectus. Listing of such Common Shares will be subject to the Corporation fulfilling all of the listing requirements of the TSXV. In connection with the Offering, the Corporation has appointed Macquarie Private Wealth Inc. as sole and exclusive agent (the "Agent"). The price of the Units and Flow-Through Shares will be determined by negotiation between the Corporation and the Agent. The Offering is not underwritten or guaranteed by any person. The Corporation has agreed to pay the Agent a cash fee equal to 6% of the gross proceeds of the Offering. In addition, the Corporation shall also grant the Agent and its designated sub-agents, if any, that number of non-transferable options (the "Agent's Options") equal to 6% of the number of Offered Securities sold under the Offering.  Each Agent's Option will entitle the Agent or its designated sub-agent, if any, as applicable, to purchase one Unit exercisable for twenty four months at the same offering price of as the Units. The Corporation will also reimburse the Agent for reasonable out-of-pocket expenses incurred by the Agent in connection with the Offering, including the Agent's legal fees and expenses. In addition, concurrently with the Offering, Carmen will complete a private placement (the "Concurrent Private Placement") up to $0.5 million worth of units (the "Placement Units"). The price per Placement Unit shall be the same as the price per Unit when determined by the Corporation and the Agent. Each Placement Unit shall be comprised of one Common Share (a "Placement Common Share") and one half of one Common Share purchase warrant (each whole warrant, a "Placement Warrant"). The Placement Warrants shall have the same terms and conditions of exercise as the Warrants issued pursuant to the Offering. The Placement Common Shares and Placement Warrants comprising the Placement Units issued pursuant to the Concurrent Private Placement will be subject to a statutory hold period. The Concurrent Private Placement is subject to a number of conditions including completion of definitive documentation, the concurrent closing of the Offering and the approval of the TSXV. The Corporation has applied to the TSXV to list the Placement Common Shares (including any Common Shares issuable upon exercise of the Placement Warrants). Listing of such Common Shares will be subject to the Corporation fulfilling all of the listing requirements of the TSXV. The securities being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirement of such Act. This release does not constitute an offer for sale of the Offered Securities. About Carmen Energy Inc. Carmen is based in Calgary, Alberta and a publicly traded oil and gas exploration and production company. The focus is on exploration and development of Western Canadian Sedimentary Basin based oil and gas properties. The current projects are the Jumpbush properties in south eastern Alberta, the Ferrybank properties in central Alberta, the Sylvan Lake area properties in Southern Alberta, the Viking-Kinsella properties in Alberta and the Hamburg properties in northern western Alberta. ON BEHALF OF THE BOARD OF DIRECTORS Mr. Brian Doherty, President, CEO and Director Contact: brian.doherty@carmenenergy.ca; (403) 537-5590 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 statements relating to "reserves" which are deemed to be forward-looking statements as they involve the implied assessment, based on certain estimates and assumptions, which the reserves described, can be profitably produced in the future. Readers should be cautioned that the forgoing list of forward-looking statements and information contained herein should not be considered exhaustive. Specifically, this news release contains forward looking statements relating Offering and the Concurrent Private Placement. The closing of the Offering and Concurrent Private Placement could be delayed if the Corporation is not able to obtain the required subscriptions to complete the Offering and Concurrent Private Placement and the necessary regulatory approvals required for completion of the Offering and Concurrent Private Placement and on the timeframes contemplated. The Offering and Concurrent Private Placement will not be completed at all if the subscriptions to complete the Offering and Concurrent Private Placement are not obtained or if the necessary regulatory approvals are not obtained or, unless waived, some other condition to closing is not satisfied. Accordingly there is a risk that the Offering and Concurrent Private Placement will not be completed within the anticipated time or at all. 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 in this press release are based on certain key expectations and assumptions made by Carmen. 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. 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. 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. Carmen Energy Inc CONTACT: Mr. Brian Doherty, President, CEO and DirectorContact: brian.doherty@carmenenergy.ca; (403) 537-5590

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