(TSX VENTURE: CEI.P)

CALGARY, June 24, 2011 /CNW/ - This news release is an update to Carmen's 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"), as set forth in its news releases dated April 25 and June 15, 2011. 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 a news release dated June 15, 2011, Carmen announced that the Company had been advised by one of the private company vendors, Red Mountain Resources Inc. ("Red Mountain") (a company wholly-owned by Randy Harrison, a director of Carmen), that a statement of claim (the "Claim") was filed with the Court of Queen's Bench of Alberta on June 8, 2011 naming Red Mountain and Mr. Harrison as Defendants. The Claim relates to the Jumpbush assets which are to be acquired by Carmen as part of the Acquisitions. As outlined in the April 25, 2011 press release, as part of the Acquisitions, Carmen had agreed to acquire all of Red Mountain's 100% interest in the Jumpbush lands for the purchase price of $500,000 and a 5% non convertible overriding royalty. Carmen is not named as a Defendant in the Claim.

Management of Carmen has reviewed the Claim in further detail and continues to consider it to be devoid of merit. However, Management, the independent directors of the board of Carmen and Red Mountain have agreed to amend the purchase and sale agreement such that Carmen will acquire a 50% interest in the lands and grant to Carmen a Right of First Refusal as an option on any remaining interest held by Red Mountain upon judgment in or settlement of the Claim. This action will serve to protect Carmen's interests and allow Carmen to de-risk its qualifying transaction. The operating 12-6 oil well being acquired by Carmen as part of the Acquisitions forming the qualifying transactions is located on adjacent Jumpbush lands which are not subject to the Claim.

As a result, Carmen and Red Mountain have agreed to amend the purchase and sale agreement so that Carmen will acquire a 50% interest in the lands for the purchase price of $250,000 and a 5% convertible overriding royalty on the 50% interest sold to Carmen. In addition the amended agreement also grants Carmen the aforementioned right of first refusal to purchase Red Mountain's remaining interest in the Jumpbush lands subject to the Claim.

The following tables were originally disseminated via press release on April 25, 2011 and have been modified to account for the amendments to the purchase and sale agreement noted above. InSite Petroleum Consultants Ltd. ("InSite") prepared an assessment with a preparation date of June 21, 2011 and an effective date of January 1, 2011, of the development potential in the Jumpbush land parcel detailing the expected recoverable reserves for the 12-6 oil well as well as the proven, probable and possible reserves for the undeveloped land, in which Carmen shall be acquiring a 50% interest. The report prepared by InSite has been prepared in accordance with the standards contained in the COGE Handbook and the reserve definitions contained in National Instrument 51-101 - Standards of Disclosure for Oil and Gas Activities. It should not be assumed that the undiscounted or discounted net present value of future net revenue attributable to the reserves estimated by InSite represent fair market value of those reserves. The recovery and reserve estimates of oil, natural gas liquids and natural gas reserves provided herein are estimates only. Actual reserves may be greater than or less than the estimates provided herein.

Reserves data (forecast prices and costs)

Note: Possible reserves are those additional reserves that are less certain to be recovered than probable reserves. There is a 10% probability that the quantities actually recovered will equal or exceed the sum of proved plus probable plus possible reserves.

Note: Possible reserves are those additional reserves that are less certain to be recovered than probable reserves. There is a 10% probability that the quantities actually recovered will equal or exceed the sum of proved plus probable plus possible reserves.

Note: Possible reserves are those additional reserves that are less certain to be recovered than probable reserves.  There is a 10% probability that the quantities recovered will equal or exceed the sum of the proved plus probable plus possible reserves

The forecast cost and price assumptions above assume increases in wellhead selling prices and take into account inflation with respect to future operating and capital costs. Crude oil and natural gas benchmark reference pricing, inflation and exchange rates utilized in the assessment by InSite were as follows:

SUMMARY OF PRICING ASSUMPTIONS AS OF DECEMBER 31, 2010 FORECAST PRICES AND COSTS

Notes:

(1)     Inflation rates for forecasting prices and costs. Cost inflation for 2011 at 2.0%.
(2)     Exchange rates used to generate the benchmark reference prices in this table.

As a consequence of the amended agreement with Red Mountain, Carmen will reallocate funds from the Jumpbush lands to the Ferrybank lands also being acquired by Carmen as part of the qualifying transaction. The following table sets out information relating to the Corporation's sources of cash and intended uses of cash, assuming the completion of Carmen's qualifying transaction.  As at June 22, 2011, the Corporation had working capital of approximately $275,000.  Taking into account the receipt by the Corporation of the net proceeds of the previously announced private placement of a minimum of $4,290,000 and a maximum of $4,755,000, the Corporation will have working capital of approximately a minimum of $4,490,000 and a maximum of $4,955,000 (assuming costs to complete the qualifying transaction and the private placement of approximately $75,000) and intends to spend the minimum funds as follows:

Notes:

Principal Purposes

The following is the updated anticipated work plan of the Corporation, as recommended by InSite, for the Acquisitions forming part of the qualifying transaction and as approved by the board of directors of Carmen on June 21, 2011.

Upon completion of the qualifying transaction, the Corporation also anticipates that it may expend significant funds to acquire and/or explore additional oil and gas properties.  Notwithstanding the foregoing, there may also be circumstances where, for sound business reasons, a reallocation of funds may be necessary for the Corporation to achieve its objectives.

Carmen remains on track to close the Acquisitions and the private placement comprising its qualifying transaction on June 27, 2011 as previously anticipated.

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.

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 proposed qualifying transaction, statements with regards to the Claim and its effect on the Acquisitions and the qualifying transaction, the effect of the amended agreement with Red Mountain on the qualifying transaction and the work program of the Corporation, the revised anticipated work program of Carmen, the use of proceeds of the private placements form part of the qualifying transaction, the expected closing date of the qualifying transaction, the private placement and the Acquisitions. Readers should be cautioned that the forgoing list of forward-looking statements and information contained herein should not be considered exhaustive. In addition, statements relating to "reserves" 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.

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 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. In addition, Carmen is providing the forward-looking financial information for the purpose of providing investors with some context for the updated work program presented. Readers are cautioned that this information may not be appropriate for any other purpose.

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, loss of markets; incorrect assessment of the value of Acquisitions; incorrect assessment of the merit of the Claim or the strength of the defence; incomplete facts relating to the subject matter of the Claim; the unknown treatment of the Claim by the courts of Alberta; the failure to realize the anticipated benefits of the Acquisitions; 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 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 ancillary transactions forming the qualifying transaction of Carmen (collectively the "Transaction") is subject to a number of conditions, including but not limited to, final acceptance of the TSX Venture Exchange and the requisite 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 which has been mailed to Carmen's shareholders and filed on Carmen's SEDAR profile at www.sedar.com, as supplemented by this news release, 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 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.

Barrels of Oil Equivalent

Barrels of oil equivalent (boe) is calculated using the conversion factor of 6 Mcf (thousand cubic feet) of natural gas being equivalent to one barrel of oil. Boes may be misleading, particularly if used in isolation. A boe conversion ratio of 6 Mcf:1 bbl (barrel) is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead.