CALGARY, Feb. 26 /CNW/ - Verenex Energy Inc. ("Verenex" or the "Company") (VNX - TSX) announced that it entered into a definitive agreement (the "Agreement") on February 24, 2009 whereby a wholly-owned subsidiary of CNPC International Ltd. ("CNPCI") has agreed, subject to the terms of the Agreement, to make an offer to acquire all the outstanding common shares of Verenex by way of a take-over bid (the "Offer") for C$10.00 per share in cash. The aggregate value of this transaction will be approximately C$499 million. Mailing of the Offer to Verenex shareholders is subject to the fulfillment of certain conditions for the benefit of CNPCI which, if not satisfied, will result in the Offer not proceeding. The primary condition precedent to the mailing of the Offer is the receipt from the Libyan National Oil Corporation (the "NOC") of written consent to the acquisition of Verenex by CNPCI (and certain other related matters) in the form contemplated by the Acquisition Agreement (the "NOC Consent"). In order for the transaction to proceed, consent from the NOC is required under the terms of an exploration and production sharing agreement to which NOC and Verenex are parties. Such written consent has been requested but not yet received and no assurance can be given that the consent will be given, or, if given, will be in the form required by the Agreement. The Offer, if made, will be conditional upon, among other things, valid acceptance of the Offer by Verenex shareholders owning not less than 66 2/3% of the outstanding Verenex shares (calculated on a fully-diluted basis). In addition, the Offer will be subject to certain customary conditions, regulatory approvals (including all required approvals from the Libyan Government) and the absence of any material adverse change with respect to Verenex. The Agreement will be filed on SEDAR at www.sedar.com. This announcement coincides with the release on SEDAR, in response to unusual trading activity, of a material change report which was previously filed on a confidential basis with securities regulators.

The Agreement reached is the result of the strategic review previously announced by Verenex. The Agreement has been recommended by the Independent Committee of the Board of Directors of Verenex (the "Independent Committee") and has been approved by the Boards of Directors of both Verenex and CNPCI.