Day: June 23, 2017

FOR: CHANGFENG ENERGY INC.
TSX VENTURE SYMBOL: CFY

Date issue: June 23, 2017
Time in: 4:02 PM e

Attention:

TORONTO, ONTARIO–(Marketwired – June 23, 2017) – Changfeng Energy Inc. (TSX
VENTURE:CFY) (“Changfeng” or the “Corporation”) is supplementing the
information provided in the Management Proxy Circular dated June 1, 2017 (the
“Circular”) in connection with the ordinary resolution of shareholders (the
“Loan Discharge Resolution”) to approve the Loan Discharge Agreement dated as
of May 25, 2017 among the Corporation, Sanya Changfeng Offshore Natural Gas
Supply Co., Ltd. (“Offshore”) and Mr. Huajun Lin (the “Loan Discharge
Agreement”) to be considered at the annual and special meeting of holders of
common shares of the Corporation to be held on June 30, 2017. This press
release is issued at the request of Staff of the Ontario Securities Commission.
Capitalized terms used in this press and not otherwise defined have the meaning
assigned thereto in the Circular. This press release must be read jointly with
the Circular.

Dual-Listing Application on The Stock Exchange of Hong Kong Limited

On December 20, 2016 the Corporation announced its intention to pursue a
listing of its common shares on The Stock Exchange of Hong Kong Limited (the
“HKSE”). On January 23, 2017, the Corporation further announced that a special
resolution to approve the continuation of the Corporation into British Columbia
was approved unanimously at a special meeting of its shareholders. The special
meeting was called to approve a continuation of the Corporation into the
provincial jurisdiction of British Columbia in order to facilitate the
application of the Corporation for listing on HKSE and to provide the
Corporation with greater flexibility in corporate governance and administrative
matters and corporate structure generally afforded by the Business Corporations
Act (British Columbia). As of the date of this press release the Corporation
has not yet been continued into British Columbia. The Corporation is in the
process of pursuing, together with its Sponsor and Hong Kong Counsel, the
required internal reorganization steps, including the Loan Discharge
Resolution, in order to successfully pursue a listing on the HKSE.

The Board of Directors of the Corporation believes that a dual-listing of the
common shares on the HKSE will provide several benefits to Changfeng and its
shareholders including, without limitation, greater access to capital and new
investors closer to its operations, increased trading volume and market
liquidity, geographic diversification and expansion of its investor base and a
potentially increased valuation for the Corporation.

Changfeng currently expects to file a listing application with the HKSE in the
first half of 2018. There is currently no information available to Changfeng as
to the expected timing associated with the review of its listing application by
the HKSE.

Financial Independence Listing Requirement of the Hong Kong Stock Exchange

The listing requirements of the HKSE require that if an applicant has a
controlling shareholder, it must establish that it can carry on its business
independently of its controlling shareholder. In assessing the satisfaction of
this requirement, the HKSE ordinarily considers the applicant’s circumstances
and its independence from the controlling shareholder, including its financial
independence, operational independence and management independence. An
applicant may be dependent on its controlling shareholder in one or more of
these areas. Where the degree of dependence is considered to be excessive, this
may raise concern about the applicant’s suitability for listing.

Based on the advice of the Corporation’s Hong Kong counsel, including
consideration of published decisions of the HKSE in respect of prior
circumstances in which applicants for listing have loans outstanding to a
controlling shareholder, the Loans would represent an issue affecting the
financial independence of the Corporation, and that based on the available
information, in order for an application for listing to be accepted by the
HKSE, would need to be discharged (i) in advance of making a listing
application, (ii) subsequent to making a listing application and prior to
listing becoming effective as a condition of listing, potentially through the
use of third party financing that was repaid through the net proceeds of a
financing undertaken in connection with the listing, or (iii) subsequent to
listing using the net proceeds of a financing undertaken in connection with the
listing, as a condition of listing. One alternative to discharge of the Loans
considered based on two published decisions of the HKSE would be to attempt to
persuade the HKSE that the Loans were not significant and that the discharge
would not be commercially reasonable or practical. This alternative would be
based on two published decisions of the HKSE relating to financial assistance
from a controlling shareholder to an applicant for listing that was permitted
to remain in place subsequent to listing based on these grounds. However, as
one of these decisions involved an applicant that had a guarantee of certain
financing from its controlling shareholder but had sufficient capital to
operate its business independent of such financing as well as the ability to
obtain financing from third parties without relying on the controlling
shareholder’s guarantee, and the second involved financing from a controlling
shareholder that was not significant compared with the applicant’s total credit
facilities, neither was considered analogous to the circumstances of the
Corporation with respect to the Loans such that it would provide a reasonable
prospect of satisfying the HKSE that the Corporation was financially
independent of its controlling shareholder without incurring significant risk
of incurring significant expense and delay to the listing application in the
event that submissions on this basis were not accepted by the HKSE.

Hong Kong counsel to the Corporation advised the Corporation that the discharge
of the Loans prior to making an application would be the most common and safest
means of satisfying the HKSE that the Loans did not affect the financial
independence of the Corporation. In light of this view and discussions with
Hong Kong counsel and the Sponsor, and consideration of the significant time
and expense associated with undertaking an application for listing on the HKSE,
following the review and recommendation of the Special Committee, the
Corporation determined to seek Minority Approval of the Loan Discharge
Resolution and discharge the Loans in advance of making an application for
listing to the HKSE, and avoid both the expense and effort associated with a
listing application to the HKSE in the event that such Minority Approval was
not achieved as well as the risk of potential material delay and incremental
expense of satisfying the HKSE with respect to an alternative approach to
discharge of the Loans undertaken after submitting a listing application. The
Corporation has neither submitted its formal listing application to the HKSE
nor has it contacted the HKSE specifically about the Loans in relation to the
financial independence requirement.

Special Committee Process

While management continued to explore Changfeng’s options with the Sponsor and
Hong Kong Counsel, a Special Committee of the Board of Directors of the
Corporation (the “Special Committee”) was appointed to review alternatives for
the discharge of the indebtedness under the Loan Agreements. As discussed in
the Circular, the Special Committee considered a number of alternative for the
discharge of the Loan Agreements.

On November 16, 2016 management obtained a legal opinion from Changfeng’s
counsel in the People’s Republic of China (the “PRC”) to the effect that: (i)
any repayment of the indebtedness pursuant to the Loan Agreements by the
issuance of securities of Changfeng would not be in compliance with PRC laws
and regulations respecting foreign exchange and overseas investments; and (ii)
to comply with such laws and regulations any repayment of the indebtedness
pursuant to the Loan Agreements should be done within the territory of the PRC
and that such payment should be in Chinese RMB.

On January 10, 2017 Mr. Huajun Lin (the “Lender”) provided management and the
Special Committee with a legal opinion to the same effect from his personal
counsel in the PRC.

On January 17, 2017 the Chair of the Special Committee met in Toronto with a
representative of the Lender and the Chief Financial Officer of the
Corporation. Canadian counsel to each of the Corporation, the Lender and the
Special Committee also attended the meeting. During the meeting the
representative of the Lender informed the Chair of the Special Committee that
based on the legal opinion of PRC counsel it was the Lender’s expectation that
Chinese RMB 40,000,000 owed pursuant to the Loan Agreements would be repaid in
cash on or prior to their maturity date on April 27, 2017 in order to
facilitate and expedite the listing application with the HKSE.

Following the January 17, 2017 meeting the Special Committee considered and
assessed the request of the Lender together with counsel to the Special
Committee in each of Canada and the PRC.

The Special Committee considered, among others, the following elements: (i) the
benefits that a HKSE dual-listing would provide to Changfeng and its
shareholders; (ii) management’s assurances that Changfeng is able to discharge
the Loans in full using its existing financial resources; (iii) management’s
assurances that using its available cash for the discharge of the Loans would
not compromise or delay execution of the business plan of the Corporation; (iv)
the potential adverse financial impact on the Corporation and its shareholders
of litigation respecting the repayment of the Loans; (v) the potential adverse
financial impact to the Corporation and its shareholders and to the HKSE
listing process of litigation respecting the enforcement by the Corporation of
its rights under the Subordination and Forbearance Agreement dated April 27,
2007 (the “Subordination and Forbearance Agreement”); (vi) the adverse
reputational impact of litigation with the Lender on the Corporation and its
shareholders; and (vii) management’s assurances that the discharge of the Loans
in the manner currently contemplated would not constitute a breach or violation
of the Corporation’s current financing arrangements. After considering these
factors the Special Committee determined that, as a first step, it would be
appropriate to obtain a new valuation of the Loans given these new
developments.

The Special Committee concluded that Changfeng had few available options as (i)
the status quo would be materially detrimental to the HKSE listing process, and
(ii) any repayment alternatives previously considered by the Special Committee
and the Board of Directors of the Corporation, such as the issuance of
securities of the Corporation (including the alternative considered in the Loan
Discharge Agreement dated October 8, 2015 among the Corporation, Offshore,
Sanya Changfeng Natural Gas Supply Co., Ltd. and Sanya Changkai Development Co.
Ltd.), would potentially be illegal in the PRC and could lead to litigation
between the Corporation and the Lender in both the PRC and Canada.

The Special Committee also considered the significant difference between the
financial circumstances of the Corporation in 2017 as compared to those
prevailing in 2015. Since the Corporation now has the financial resources to
repay and discharge the Loans without compromising its future development and
business plan, the Special Committee concluded that repayment of the Loans in
cash rather than securities of the Corporation is preferable for the
Corporation and its shareholders since it avoids further dilution of the
existing minority shareholders (subject to the Right discussed below).

On February 5, 2017 the Special Committee engaged Valuation Support Partners
Ltd. (“VSPL”) to prepare a valuation of the Loans as at December 31, 2016.
Following receipt of a draft Valuation the Special Committee held conference
calls on each of March 10, 14 and 15, 2017 to review and consider the draft
Valuation. The Special Committee provided several comments and raised several
questions with VSPL respecting the draft Valuation. On March 20, 2017 the
Special Committee met with VSPL by conference call in order to address its
remaining questions and comments. Following this meeting the Valuation was
finalized and delivered to the Special Committee on March 24, 2017. It provided
a fair market value range for the Loans of between Chinese RMB 36,870,000 and
38,830,000 as of December 31, 2016.

In reviewing and considering the Valuation the Special Committee also
considered the fairness opinion issued by Evans & Evans, Inc. (“Evans”) as
independent financial advisor to the then Special Committee in the previous
attempt to discharge the Loans in 2015. The Special Committee ultimately came
to the conclusion that the assumptions supporting such fairness opinion were no
longer relevant to the transaction currently considered by the Special
Committee since, in order to facilitate acceptance of the HKSE listing, it was
concluded that the Loans should be discharged in the immediate future while the
premise for attempting to discharge the Loans in 2015 did not have any such
immediacy requirement. This distinction was considered material enough for the
Special Committee to determine that the Valuation was more representative of
the fair market value of the Loans for the purposes of the Loan Discharge
Agreement and the underlying transactions.

The Special Committee also engaged an independent counsel in the PRC to review
and validate the opinions previously obtained by Changfeng and the Lender. On
March 29, 2017 PRC counsel engaged by the Special Committee opined that in
order to comply with applicable PRC laws and regulations respecting foreign
exchange and overseas investments as well as the PRC Law on Enterprise Income
Tax, the Loans should be repaid by Offshore to the Lender in Chinese RMB by way
of a transaction under PRC laws. PRC Counsel also advised that there are no
prohibitions against Changfeng providing the necessary funds to Offshore
provided that the required regulatory approvals including, without limitation,
the approval of the local PRC State Administration of Foreign Exchange and the
Corporation’s local bank are obtained.

The Special Committee, after having carefully considered the Valuation, the
fairness opinion previously issued by Evans, the opinion from independent PRC
counsel, as well as elements mentioned above and advice from both PRC and
Canadian counsel to the Special Committee, prepared an offer for the Lender’s
consideration respecting the repayment and discharge of the Loans. This offer
was submitted on April 25, 2017 and was aligned with the mid-point of the range
initially contemplated by the Evans fairness opinion. This initial offer was
rejected by the Lender. The Special Committee and the Lender and his
representatives subsequently had several discussions and counteroffers were
exchanged on May 9 and May 11, 2017.

On May 17, 2017 the Special Committee submitted an offer to the Lender for an
aggregate amount of Chinese RMB 36,000,000. In addition the offer provided that
if the dual-listing of the Corporation’s common shares on the HKSE has not been
completed on or prior to June 28, 2019, the Corporation shall have the right
for a period of ninety (90) day following June 28, 2019 to require that the
Lender, directly or indirectly, subscribe for common shares of the Corporation,
in a minimum amount of Chinese RMB 36,000,000 or its Canadian dollar equivalent
(the “Right”). The subscription price for such common shares shall be the
volume-weighted average price of the common shares of the Corporation on the
TSX Venture Exchange (or any other exchange on which such common shares are
then trading (collectively the “Exchange”)) for the 30 trading days immediately
prior to June 28, 2019 subject to Exchange and other applicable regulatory
approvals. For greater certainty, the Corporation shall not have the right to
request such investment if the Lender has otherwise invested Chinese RMB
36,000,000 in common shares or other securities of the Corporation prior to
June 28, 2019 through a private placement or public offering of common shares
by the Corporation.

The Special Committee considered that this offer was in the best interests of
the Corporation and its shareholders since it: (i) removes a significant
impediment to the HKSE listing; (ii) is slightly below the low end of the range
of fair market value of the Loans provided in the Valuation, a copy of which is
attached to the Circular; (iii) is beneficial to the Corporation and its
minority shareholders as the funds will be fully re-invested in the Corporation
in the form of equity if the Corporation is not successful with the HKSE
listing by June 28, 2019; (iv) removes significant litigation and reputational
risks for the Corporation together with any potential adverse financial
consequence for the Corporation and its shareholders; (v) can be effected using
the Corporation’s existing financial resources; (vi) can be effected without
compromising or delaying the execution of the business plan of the Corporation;
and (vii) significantly simplifies the capital structure of the Corporation.

This offer was accepted by the Lender and the Loan Discharge Agreement was
negotiated and finalized among the parties. On May 25, 2017 the Board of
Directors of Changfeng accepted the recommendation from the Special Committee
and unanimously approved the Loan Discharge Agreement. Mr Huajun Lin did not
participate in the meeting of the Board of Directors and did not vote on the
Loan Discharge Agreement.

Status of the Loan Agreements

The Loans evidenced by the Loan Agreements are demand loans and were due on
April 27, 2017. The Loans have remained outstanding since April 27, 2017 and
the Special Committee received assurances from the Corporation that the Lender
has agreed not to demand payment until the shareholders have considered and
voted on the Loan Discharge Resolution. During the course of its discussions
with the Corporation and the Lender, the Special Committee had no reasonable
basis to expect that that the Loans would not be further renewed for a period
subsequent to April 27, 2017.

Formal Valuation Requirements

The Valuation is not a “formal valuation” as defined in MI 61-101. In
accordance with Section 5.5(b) of MI 61-101, the Corporation is exempt from
obtaining a formal valuation for the Transaction given that its securities are
only listed on the TSX Venture Exchange and on no other stock exchange.
Although the Corporation is exempt from the “formal valuation” requirement
under MI 61-101, the Special Committee still decided to engage VSPL to prepare
a valuation on substantially the same terms as would be required for a “formal
valuation” under MI 61-101. The rationale for obtaining the Valuation was that
the Special Committee wanted to have the best indication possible of the market
value of the Loans before negotiating with the Lender. Further, due to the
transaction being a Related Party Transaction within the meaning of MI 61-101,
the Special Committee also wanted to provide the Minority Shareholders with the
best information possible in order for them to make an informed decision
respecting approval of the Loan Discharge Agreement at the Special Meeting.

Prior Offer

The Corporation, Offshore and the Original Lenders had previously attempted to
discharge the Loans by way of a loan discharge agreement that was entered into
on October 8, 2015 (the “2015 Discharge Agreement”). Pursuant to the 2015
Discharge Agreement, the Corporation agreed to issue to each of the Original
Lenders 7,500,000 Class A Preferred Shares of the Corporation (the “Preferred
Shares”) in exchange for the absolute and unconditional discharge of the
indebtedness of Offshore under the Loan Agreements and an indemnity of Offshore
and the Corporation by the Original Lenders in respect of any claim for payment
that may be made against Offshore or the Corporation in respect of such loans.
The terms of the Preferred Shares included one vote per share, no right to
dividends and no redeemable or retractable feature for the holder. The
Preferred Shares were to be redeemable at the option of the Corporation at
$0.32 per share until April 27, 2025, and thereafter at $0.40 per share, and in
the event of a change of control of the Corporation or a sale of substantially
all of its assets, were to be required to be redeemed by the Corporation at a
price of $0.32 per share until April 27, 2025, and thereafter $0.40 per share.
The Preferred Shares were to have a liquidation preference before the holders
of the common shares, and have a fixed liquidation value of $0.32 per share
until November 15, 2030 and $0.533 per share thereafter. The Preferred Shares
were not to be listed, and were not to be convertible into, or exchangeable
for, any other securities.

In its previous attempt to discharge the Loans in 2015, the Board of Directors
of the Corporation formed a Special Committee of its directors, composed
entirely of directors independent of management and the Lender to review
alternatives for the discharge of the indebtedness pursuant to the Loan
Agreements (the “2015 Special Committee”). The 2015 Special Committee retained
Evans as independent financial advisor to the 2015 Special Committee. The 2015
Special Committee considered a number of alternatives for the discharge of the
indebtedness evidenced by the Loan Agreements, including the issuance of common
shares of the Corporation, the issuance of conventional debt by the Corporation
and the issuance of preferred shares. The 2015 Special Committee rejected a
transaction involving the issuance of conventional debt because of its
mandatory servicing costs, and rejected the issuance of common shares because
of its dilution to common shareholders. Further, the Corporation did not have
the financial resources at the time to repay the loans in cash. The 2015
Special Committee thus proposed to the Original Lenders the issuance of
preferred shares in satisfaction of the Loans, and negotiated with the Original
Lenders with respect to the number and terms of such preferred shares. The
outcome of those negotiations was the execution of the 2015 Discharge Agreement.

As part of its analysis and determination as to whether to approve and
recommend the terms of the 2015 Discharge Agreement, the 2015 Special Committee
engaged Evans to prepare a fairness opinion as to the fairness of the terms of
the 2015 Discharge Agreement to the minority shareholders of the Corporation
(the holders of common shares other than holders who are associates or
affiliates of the Lender) (the “Minority Shareholders”). Evans opined that the
terms of the 2015 Discharge Agreement were fair, from a financial point of
view, to the Minority Shareholders. The Special Committee did not seek a
valuation for the Loans as it was exempt from this requirement under MI 61-101
given that its securities were listed only on the TSX Venture Exchange and on
no other stock exchange. A copy of the fairness opinion prepared by Evans was
attached to the management proxy circular provided by the Corporation to
shareholders in connection with the 2015 Special Meeting. The fairness opinion
was also attached to the Circular as a “prior valuation” in accordance with
Section 6.8 of MI 61-101. Certain details were not present during Evans’
assessment of the market value of the Loans under the fairness opinion, such as
the Corporation’s decision to pursue a public listing on the HKSE and the
treatment of the Loans under PRC laws. A comparison of the valuation
conclusions and key assumptions between the fairness opinion prepared by Evans
and the Valuation is contained on page 19 of the Valuation.

Based in part on the advice of Evans, the 2015 Special Committee determined
that the value of the Loans was greater than the value of the Preferred Shares,
and the Special Committee unanimously recommended the 2015 Discharge Agreement
to the Board of Directors. The Board of Directors approved the 2015 Discharge
Agreement and the issuance of the Preferred Shares, and the shareholders of the
Corporation approved the amendment to the Corporation’s articles creating the
Preferred Shares at a Special Meeting of Shareholders held on December 2, 2015
(the “2015 Special Meeting”). A press release relating to the transaction was
issued on October 14, 2015 and a copy of the 2015 Discharge Agreement was filed
by the Corporation on SEDAR as a material contract on October 14, 2015.

The Corporation decided to abandon the discharge of the Loans under the terms
of the 2015 Discharge Agreement due to concerns of certain shareholders and
staff of the Ontario Securities Commission that the Corporation did not seek
approval of a majority of votes cast by Minority Shareholders of the 2015
Discharge Agreement at the 2015 Special Meeting (although it was not required
to do so under MI 61-101).

Implications of Loan Discharge Resolution Not Being Approved by Shareholders

Based on the advice of the Sponsor and Changfeng’s Hong Kong counsel, Changfeng
expects that Loans would most likely not satisfy the HKSE listing requirements.
Accordingly, if shareholders do not approve the Loan Discharge Agreement and
the Loans are not discharged, the Corporation does not expect that it will
pursue the HKSE listing application.

With respect to the Loans, in the event that shareholders do not approve the
Loan Discharge Resolution, the Loans will continue to be governed by the Loan
Agreements and the Subordination and Forbearance Agreement referred to above.
Pursuant to the Subordination and Forbearance Agreement, the Original Lenders
agreed that the Loans are subordinate to the claims of all other creditors of
Offshore, that no demands would be made under the Loans for three years (until
their due dates), and that the Lenders would enter into further agreements,
containing the same terms and conditions, every three years, in perpetuity. On
April 27, 2007, the Lenders agreed that no demands would be made under the
Loans until April 27, 2010. On April 27, 2010, the Loans were renewed until
April 27, 2013. On April 27, 2013, the Loan Agreements were renewed for another
two years on the same terms and conditions. The Loan Agreements were
subsequently extended on April 27, 2015 until April 27, 2016 and further
extended on April 27, 2016 until April 27, 2017. On November 7, 2016, the Loans
were transferred to Mr. Lin by the Original Lenders.

As noted above, the Lender has agreed with the Corporation not to demand
payment until the shareholders have considered and voted on the Loan Discharge
Resolution at the Meeting.

The Loans have not been renewed for three year successive terms in accordance
with the Subordination and Forbearance Agreement in the past, as a result of a
difference in view between the Lender and the Corporation as to whether the
Lender was obliged to enter into such a renewal. The Loan Agreements are
governed by the laws of the PRC, whereas the Subordination and Forbearance
Agreement is governed by the laws of Ontario. Given that these agreements are
governed by the laws of different jurisdictions, there is some uncertainty as
to whether the courts of the PRC would enforce the Subordination and
Forbearance Agreement governed by the laws of Ontario or a judgement of a court
of the Province of Ontario. In the event that the Corporation sought to enforce
the Subordination and Forbearance Agreement, it therefore anticipates that
there would be uncertainty as to the result. Furthermore, such enforcement
action would likely result in material expense to the Corporation and potential
reputational damage and negative impact on the trading price of the common
shares. Rather than having taken steps to enforce its rights, the Corporation
has agreed to renewal periods of less than three years and thereby avoided the
expense, uncertainty and other potential risks of enforcement of the
Subordination and Forbearance Agreement.

If the shareholders do not approve the Loan Discharge Resolution, it is
possible that the Lender may not agree to renewal of the Loans and demand
payment of the total amount outstanding of the Loans on the basis that their
term has expired and they are due and payable. Alternatively, it is possible
that the Lender could requisition a meeting of shareholders to consider a
proposal to liquidate the Corporation, which, if approved, would result the
payment of the total amount outstanding of the Loans upon liquidation, in
priority to any payment to holders of the common shares. The Lender has not at
any point in the past indicated that he would take steps to enforce payment of
the Loans or requisition a meeting of shareholders to consider a proposal to
liquidate the Corporation. Rather, the Lender has participated in the process
of negotiating the Loan Discharge Agreement in order to facilitate the making
of an application for listing of the common shares on the HKSE.

While the Corporation has no current basis to expect that the Lender would
undertake the enforcement action or action to liquidate the Corporation
described above, or take any other steps to achieve repayment of the Loans,
there can be no assurance that the Lender would not do so. If such action were
undertaken by the Lender, the cost of responding to such action and any adverse
finding against the Corporation could result in a material adverse effect on
the operating results and financial condition of the Corporation, the trading
price of the common shares, the reputation of the Corporation, and the
Corporation’s relationships with third parties such as its current and
potential business partners, suppliers, customers and other contractual
counterparties.

If the Lender were to enforce payment of the Loans or institute proceedings to
obtain approval by shareholders of a liquidation or take any other action to
obtain repayment of the Loans, the Corporation expects that, in order to
protect the interests of Minority Shareholders, in such circumstances, its
independent directors would have oversight of the Corporation’s response to any
such actions.

About Changfeng Energy Inc.

Changfeng Energy Inc. is a natural gas service provider with operations located
throughout the People’s Republic of China. The Corporation services industrial,
commercial and residential customers, providing them with natural gas for
heating purposes and fuel for transportation. The Corporation has developed a
significant natural gas pipeline network as well as urban gas delivery
networks, stations, substations and gas pressure regulating stations in Sanya
City & Haitang Bay. Through its network of pipelines, the Corporation provides
safe and reliable delivery of natural gas to both homes and businesses. The
Corporation is headquartered in Toronto, Ontario and its shares trade on the
Toronto Venture Exchange under the trading symbol “CFY”. For more information,
please visit the Corporation’s website at www.changfengenergy.com.

Forward-Looking Statements

Certain statements contained in this document constitute forward-looking
statements and forward-looking information (collectively, “Forward-Looking
Statements”). All statements, other than statements of historical fact,
included or incorporated by reference in this document are Forward-Looking
Statements, including statements regarding activities, events or developments
that the Corporation expects or anticipates may occur in the future. These
Forward-Looking statements can be identified by the use of forward-looking
words such as “will”, “expect”, “intend”, “plan”, “estimate”, “anticipate”,
“believe” or “continue” or similar words or the negative thereof. No assurance
can be given that the plans, intentions or expectations or assumptions upon
which these Forward-Looking Statements are based will prove to be correct and
such Forward-Looking Statements included in the document should not be unduly
relied upon. Forward-Looking Statements in this document include, but are not
limited to: repayment of the Loans, the subscription, if any, by Mr. Lin for
any common shares or other securities of the Corporation, the intention of the
Corporation to pursue a listing on HKSE, and the listing of the common shares
of the Corporation on the HKSE.

Although management believes that the expectations represented in such
Forward-Looking Statements are reasonable, there can be no assurance that such
expectations will prove to be correct. Such Forward-Looking Statements are not
a guarantee of performance and involve known and unknown risks, uncertainties,
assumptions and other factors that may cause the actual results, performance or
achievements to differ materially from the anticipated results, performance or
achievements or developments expressed or implied by such Forward-Looking
Statements. These factors include, without limitation, no significant and
continuing adverse changes in general economic conditions or conditions in the
financial markets and no significant and continuing adverse changes in
financial markets. Shareholders are cautioned that all Forward-Looking
Statements involve risks and uncertainties, including those risks and
uncertainties detailed in the Corporation’s filings with applicable Canadian
securities regulatory authorities, copies of which are available at
www.sedar.com. The Corporation urges shareholders to carefully consider those
factors.

The Forward-Looking Statements included in this document are made as of the
date of this document and the Corporation disclaims any intention or obligation
to update or revise any Forward-Looking Statements, whether as a result of new
information, future events or otherwise, except as expressly required by
applicable securities legislation. This news release does not constitute an
offer to sell or solicitation of an offer to buy any of the securities
described herein and accordingly undue reliance should not be put on such.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term
is defined in the policies of the TSXV) accepts responsibility for the adequacy
or accuracy of this release.

– END RELEASE – 23/06/2017

For further information:
Changfeng Energy Inc.
Mr. Yan Zhao CPA, CA
Chief Financial Officer
647.313.0066
yan.zhao@changfengenergy.cn
OR
Changfeng Energy Inc.
Ms Ann S. Lin
VP, Corporate Development and Corporate Secretary
647.313.0066
Siyin.lin@changfengenergy.cn
www.changfengenergy.com

COMPANY:
FOR: CHANGFENG ENERGY INC.
TSX VENTURE SYMBOL: CFY

INDUSTRY: Energy and Utilities – Oil and Gas
RELEASE ID: 20170623CC0050

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FOR: CHANGFENG ENERGY INC.
TSX VENTURE SYMBOL: CFY

Date issue: June 23, 2017
Time in: 3:11 PM e

Attention:

TORONTO, ONTARIO–(Marketwired – June 23, 2017) – Changfeng Energy Inc. (TSX
VENTURE:CFY) (“Changfeng” or the “Company”), announced today that, pursuant to
its previously announced dividend policy, its Board of Directors has approved
the implementation of a semi-annual dividend in the amount of C$637,350.35
based on the prevailing exchange rate between CAD and RMB. The first
semi-annual dividend of C$0.01 per common share is payable on July 14th, 2017,
to shareholders of record as of the close of business on July 5th, 2017. This
is the first dividend to be paid to shareholders in Changfeng’s history.
Trading in Changfeng’s common shares will begin on an ex-dividend basis at the
opening of trading on June 30th, 2017.

The semi-annual dividend of C$0.01 per share will be designated as an “eligible
dividend” for Canadian income tax purposes pursuant to subsection 89(14) of the
Income Tax Act (Canada). Future semi-annual dividends, to be approved by
Changfeng’s Board of Directors, will be designated as an “eligible dividend”
for Canadian income tax purposes unless otherwise indicated by Changfeng.

Changfeng Energy Inc.

Changfeng Energy Inc. is a natural gas service provider with operations located
throughout the People’s Republic of China. The Company services industrial,
commercial and residential customers, providing them with natural gas for
heating purposes and fuel for transportation. The Company has developed a
significant natural gas pipeline network as well as urban gas delivery
networks, stations, substations and gas pressure regulating stations in Sanya
City & Haitang Bay. Through its network of pipelines, the Company provides safe
and reliable delivery of natural gas to both homes and businesses. The Company
is headquartered in Toronto, Ontario and its shares trade on the Toronto
Venture Exchange under the trading symbol “CFY”. For more information, please
visit the Company website at www.changfengenergy.com.

Forward-Looking Statements

Information set forth in this news release may involve forward-looking
statements under applicable securities laws, including, without limitation,
statements with respect to the payment of the initial semi-annual dividend and
the declaration and payment of dividends in the future. The forward-looking
statements contained herein are expressly qualified in their entirety by this
cautionary statement. The forward-looking statements included in this document
are made as of the date of this document and the Company disclaims any
intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise, except as
expressly required by applicable securities legislation. Although Management
believes that the expectations represented in such forward-looking statements
are reasonable, there can be no assurance that such expectations will prove to
be correct, as actual results and future events could differ materially from
those anticipated in such statements. The forward-looking statements contained
in this press release are based on certain assumptions, including, but not
limited to the following: the Company has sufficient cash on hand to pay
dividends, the Company would remain solvent following any dividend, the
stability of general economic and market conditions, currency exchange rates
and interest rates, and that the risk factors the Company is subject to,
collectively, do not have a material adverse impact on the Company. Such
forward-looking statements involve known and unknown risks, uncertainties,
assumptions and other factors that may cause the actual results, performance or
achievements to differ materially from the anticipated results, performance or
achievements or developments expressed or implied by such forward-looking
statements, including that the payment of dividends on the Common Shares is
subject to the discretion of its Board of Directors and is dependent on, among
other matters, the Company’s financial position, results of operations,
available cash, cash requirements and alternative uses of cash, and the risk
factors set forth in the Company’s securities filings with the Canadian
securities regulators. This news release does not constitute an offer to sell
or solicitation of an offer to buy any of the securities described herein and
accordingly undue reliance should not be put on such.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term
is defined in the policies of the TSXV) accepts responsibility for the adequacy
or accuracy of this release.

– END RELEASE – 23/06/2017

For further information:
Mr. Yan Zhao CPA. CA. MBA
Chief Financial Officer
647.313.0066
yan.zhao@changfengenergy.cn
OR
Ms. Ann S.Y. Lin
VP, Corporate Development and Corporate Secretary
647.313.0066
siyin.lin@changfengenergy.cn

COMPANY:
FOR: CHANGFENG ENERGY INC.
TSX VENTURE SYMBOL: CFY

INDUSTRY: Energy and Utilities – Oil and Gas
RELEASE ID: 20170623CC0048

Press Release from Marketwired 1-866-736-3779

All press releases are written by the client and have NO affiliation with the news copy written by The Canadian Press. Any questions that arise due to the content or information provided in the press release should be directed to the company/organization
issuing the release, not to The Canadian Press.

FOR: TOTAL ENERGY SERVICES INC.TSX SYMBOL: TOTDate issue: June 23, 2017Time in: 11:53 AM eAttention:
CALGARY, ALBERTA–(Marketwired – June 23, 2017) – Total Energy Services Inc.
(“Total Energy”) (TSX:TOT) announces that Savanna Energy Services Corp.
(…

FOR: REPSOL OIL & GAS CANADA INC.

Date issue: June 23, 2017
Time in: 11:30 AM e

Attention:

CALGARY, ALBERTA–(Marketwired – June 23, 2017) – Repsol Oil & Gas Canada Inc.
(formerly known as Talisman Energy Inc.), a Canadian-based upstream oil and gas
company (the “Company”), announced today the early results of its previously
announced solicitations of consents (the “Consent Solicitations”) from holders
of its outstanding

/T/

— 7.75% Senior Notes due 2019 (CUSIP No. 87425E AL7 and ISIN No.

US87425EAL74) (the “2019 Notes”),

— 3.75% Senior Notes due 2021 (CUSIP No. 87425E AM5 and ISIN No.

US87425EAM57) (the “2021 Notes”),

— 5.85% Senior Notes due 2037 (CUSIP No. 87425E AJ2 and ISIN No.

US87425EAJ29) (the “2037 Notes”),

— 6.25% Senior Notes due 2038 (CUSIP No. 87425E AK9 and ISIN No.

US87425EAK91) (the “2038 Notes”),

— 5.50% Senior Notes due 2042 (CUSIP No. 87425E AN3 and ISIN No.

US87425EAN31) (the “2042 Notes”),

— 5.75% Senior Notes due 2035 (CUSIP No. 87425E AH6 and ISIN No.

US87425EAH62) (the “2035 Notes”) and

— 7.25% Debentures due 2027 (CUSIP No. 87425E AE3 and ISIN No.

US87425EAE32) (the “2027 Debentures” and together with the 2019 Notes,
the 2021 Notes, the 2037 Notes, the 2038 Notes, the 2042 Notes and the
2035 Notes, the “Notes”; and each, a “series of Notes”)

/T/

for proposed amendments (the “Proposed Amendments”) to certain provisions of
the indentures governing the Notes (the “Indentures”), and the early results of
its tender offers to purchase for cash (the “Tender Offers” and each a “Tender
Offer”) any and all of the outstanding Notes.

The following table summarizes, with respect to each series of Notes, (1) the
aggregate principal amount of Notes in respect of which consents were validly
delivered without tendering the related Notes, (2) the aggregate principal
amount of Notes validly tendered (and in respect of which a consent was thereby
validly delivered) and (3) the total of the aggregate principal amount of Notes
in respect of which consents were validly delivered without tendering the
related Notes or by validly tendering Notes, in each case as of 5:00 p.m., New
York City time, on June 22, 2017 (the “Consent/Early Tender Deadline”). In
accordance with the terms and conditions of the Consent Solicitations and
Tender Offers, revocation rights with respect to the consents and withdrawal
rights with respect to the Notes expired on 5:00 p.m., New York City time, on
June 22, 2017. Accordingly, consents and Notes delivered and tendered in the
past or future may not be revoked or withdrawn.

/T/

Principal Amount of
Notes in respect of
which Consents were
Delivered without
Tendering Related
Notes (Percentage of
Title Security CUSIP Number ISIN Number Series)
————————– ————- ————- ———————
2006 Indenture
7.75% Senior Notes due 87425E AL7 US87425EAL74 U.S.$311,817,000
2019 (85.68%)
3.75% Senior Notes due 87425E AM5 US87425EAM57 U.S.$208,248,000
2021 (86.51%)
5.85% Senior Notes due 87425E AJ2 US87425EAJ29 U.S.$95,894,000
2037 (73.12%)
6.25% Senior Notes due 87425E AK9 US87425EAK91 U.S.$105,350,000
2038 (88.67%)
5.50% Senior Notes due 87425E AN3 US87425EAN31 U.S.$42,927,000
2042 (44.40%)
2005 Indenture
5.75% Senior Notes due 87425E AH6 US87425EAH62 U.S.$80,925,000
2035 (90.43%)
1997 Indenture
7.25% Debentures due 2027 87425E AE3 US87425EAE32 U.S.$47,447,000
(87.12%)

Principal Amount of Total Principal
Notes Tendered (and Amount of Notes in
Consents Thereby respect of which
Delivered) Consents were
(Percentage of Delivered (Percentage
Title Security Series) of Series)
————————– ——————— ———————
2006 Indenture
7.75% Senior Notes due U.S.$4,008,000 U.S.$315,825,000
2019 (1.10%) (86.78%)
3.75% Senior Notes due U.S.$4,044,000 U.S.$212,292,000
2021 (1.68%) (88.19%)
5.85% Senior Notes due U.S.$28,876,000 U.S.$124,770,000
2037 (22.02%) (95.14%)
6.25% Senior Notes due U.S.$3,455,000 U.S.$108,805,000
2038 (2.91%) (91.58%)
5.50% Senior Notes due U.S.$39,542,000 U.S.$82,469,000
2042 (40.90%) (85.30%)
2005 Indenture
5.75% Senior Notes due U.S.$1,951,000 U.S.$82,876,000
2035 (2.18%) (92.61%)
1997 Indenture
7.25% Debentures due 2027 U.S.$4,062,000 U.S.$51,509,000
(7.46%) (94.57%)

/T/

The consents received from holders of Notes of each series exceed the amount
needed to adopt the Proposed Amendments to each of the Indentures. Accordingly,
the Company, Repsol S.A., a sociedad anonima organized in Spain, and the
relevant trustee under each Indenture will execute a supplemental indenture to
each Indenture effecting the Proposed Amendments (each a “Supplemental
Indenture” and collectively, the “Supplemental Indentures”). Each Supplemental
Indenture will become operative upon payment of the applicable Consent Only
Payment (as defined below) or Total Consideration (as defined below). Each
Supplemental Indenture will amend the reporting covenant and eliminate the
merger covenant in the relevant Indenture, as well as make certain other
related changes.

Holders that validly delivered consents at or prior to the Consent/Early Tender
Deadline without tendering the related Notes will receive the Consent Only
Payment of U.S.$2.50 per U.S.$1,000 principal amount of Notes (the “Consent
Only Payment”) as to which they delivered (and did not revoke) such consents on
the initial settlement date, which is expected to be June 27, 2017 (the
“Initial Settlement Date”).

Holders that validly tendered their Notes and thereby delivered the related
consents at or prior to the Consent/Early Tender Deadline will receive in
respect of Notes accepted for purchase the applicable Total Consideration of
U.S.$1,087.50 for each U.S.$1,000 principal amount of 2019 Notes, U.S.$1,000.00
for each U.S.$1,000 principal amount of 2021 Notes, U.S.$1,000.00 for each
U.S.$1,000 principal amount of 2037 Notes, U.S.$1,000.00 for each U.S.$1,000
principal amount of 2038 Notes, U.S.$955.00 for each U.S.$1,000 principal
amount of 2042 Notes, U.S.$960.00 for each U.S.$1,000 principal amount of 2035
Notes and U.S.$1,135.00 for each U.S.$1,000 principal amount of 2027 Debentures
(the “Total Consideration”), plus accrued and unpaid interest from the
applicable last interest payment date to, but not including, the applicable
settlement date (“Accrued Interest”), on the Initial Settlement Date. Such
holders will not receive the Consent Only Payment.

Each Tender Offer remains open and is scheduled to expire at 12:00 midnight,
New York City time, on July 7, 2017, unless such Tender Offer is extended or
earlier terminated by the Company in its sole discretion, subject to applicable
law (such time and date with respect to each Tender Offer, as the same may be
extended or earlier terminated, the “Expiration Time”). For the avoidance of
doubt, as used in this press release, midnight on a particular day refers to
the time one minute after 11:59 p.m. on such day. Holders that validly tender
their Notes after the Consent/Early Tender Deadline but at or prior to the
Expiration Time will be eligible to receive in respect of Notes accepted for
purchase the applicable Tender Offer Consideration of U.S.$1,057.50 for each
U.S.$1,000 principal amount of 2019 Notes, U.S.$970.00 for each U.S.$1,000
principal amount of 2021 Notes, U.S.$970.00 for each U.S.$1,000 principal
amount of 2037 Notes, U.S.$970.00 for each U.S.$1,000 principal amount of 2038
Notes, U.S.$925.00 for each U.S.$1,000 principal amount of 2042 Notes,
U.S.$930.00 for each U.S.$1,000 principal amount of 2035 Notes and
U.S.$1,105.00 for each U.S.$1,000 principal amount of 2027 Debentures, plus
Accrued Interest, on the final settlement date, which is expected to be July
12, 2017. Such holders will not receive the Consent Only Payment. Holders that
tender Notes will be automatically deemed to have delivered consents to the
Proposed Amendments in respect of such Notes.

The Consent Solicitations and the Tender Offers are being made on the terms and
subject to the conditions set forth in the Consent Solicitation Statement and
Offer to Purchase dated June 9, 2017 (the “Consent Solicitation Statement and
Offer to Purchase”), and related consent and letter of transmittal.

Consummation of the Consent Solicitations and the Tender Offers are subject to
the satisfaction or waiver of the conditions set forth in the Consent
Solicitation Statement and Offer to Purchase. The Company may amend, extend or
terminate the Consent Solicitations and the Tender Offers with respect to one
or more series of Notes in its sole discretion, subject to applicable law.

This press release is not a solicitation of consents with respect to the
Proposed Amendments or any Notes. In addition, this press release is neither an
offer to purchase nor a solicitation of an offer to sell any Notes. The Consent
Solicitations and the Tender Offers are being made only pursuant to the Consent
Solicitation Statement and Offer to Purchase and related consent and letter of
transmittal, copies of which will be delivered to holders of the Notes. Persons
with questions regarding the Consent Solicitations and the Tender Offers should
contact the solicitation agents and dealer managers, Barclays Capital Inc. at
(800) 438-3242 (U.S. toll free), (212) 528-7581 (collect) or +44 20 3134 8515
(international) and Merrill Lynch, Pierce, Fenner & Smith Incorporated at (888)
292-0070 (U.S. toll free), (980) 387-2907 (collect) or +44 20 7996 5420
(international) or the information agent, tabulation agent and tender agent
D.F. King & Co., Inc., at (212) 269-5550 (banks and brokers) or (800) 499-8541
(toll-free) or email at repsol@dfking.com.

About Repsol Oil & Gas Canada Inc.

Repsol Oil & Gas Canada Inc. is an upstream oil and gas company, incorporated
in Canada and is a wholly-owned subsidiary of the Spanish integrated energy
company Repsol, S.A.

Forward-Looking Statements

This news release contains information that constitutes “forward-looking
information” or “forward-looking statements” (collectively “forward-looking
information”). This forward-looking information includes, among others,
statements regarding the terms and timing for completion of the Consent
Solicitations and the Tender Offers.

Undue reliance should not be placed on forward-looking information.
Forward-looking information is based on current expectations, estimates and
projections that involve a number of risks which could cause actual results to
vary and in some instances to differ materially from those anticipated by the
Company and described in the forward-looking information contained in this news
release. The material risk factors include, but are not limited to risks
related to the successful consummation of the Consent Solicitations and the
Tender Offers.

The above-mentioned risk factors are not exhaustive. Additional information on
these and other factors which could affect the Company’s operations or
financial results or strategy are included in the Company’s most recent Annual
Information Form, dated February 23, 2017 (included in the Company’s Annual
Report on Form 40-F, dated February 23, 2017), and Restated Management’s
Discussion and Analysis, dated May 12, 2017 (included in the Company’s Annual
Report on Form 40-F/A, dated May 12, 2017) and Interim Management’s Discussion
and Analysis dated May 12, 2017 (included in the Company’s Report of Foreign
Private Issuer on Form 6-K, dated May 12, 2017). In addition, information is
available in the Company’s other reports on file with the United States
Securities and Exchange Commission.

Forward-looking information is based on the estimates and opinions of the
Company’s management at the time the information is presented. The Company
assumes no obligation to update forward-looking information should
circumstances or management’s estimates or opinions change, except as required
by law.

– END RELEASE – 23/06/2017

For further information:
34 917 538 100
34 917 538 000
34 913 489 000 (Fax)
www.repsol.com

COMPANY:
FOR: REPSOL OIL & GAS CANADA INC.

INDUSTRY: Energy and Utilities – Oil and Gas
RELEASE ID: 20170623CC0032

Press Release from Marketwired 1-866-736-3779

All press releases are written by the client and have NO affiliation with the news copy written by The Canadian Press. Any questions that arise due to the content or information provided in the press release should be directed to the company/organization
issuing the release, not to The Canadian Press.

FOR: TRANSCANADA
TSX SYMBOL: TRP
NYSE SYMBOL: TRP

Date issue: June 23, 2017
Time in: 11:00 AM e

Attention:

CALGARY, ALBERTA–(Marketwired – June 23, 2017) – News Release – Don Marchand,
Executive Vice-President and Chief Financial Officer of TransCanada Corporation
(TSX:TRP)(NYSE:TRP) (TransCanada) will be presenting at the J.P. Morgan Energy
Equity Conference in New York, NY on June 26, 2017.

A copy of the presentation will be available in the Investors section of
TransCanada’s website at https://www.transcanada.com/en/investors/events/

With more than 65 years’ experience, TransCanada is a leader in the responsible
development and reliable operation of North American energy infrastructure
including natural gas and liquids pipelines, power generation and gas storage
facilities. TransCanada operates one of the largest natural gas transmission
networks that extends more than 91,500 kilometres (56,900 miles), tapping into
virtually all major gas supply basins in North America. TransCanada is the
continent’s leading provider of gas storage and related services with 653
billion cubic feet of storage capacity. A large independent power producer,
TransCanada currently owns or has interests in approximately 6,200 megawatts of
power generation in Canada and the United States. TransCanada is also the
developer and operator of one of North America’s leading liquids pipeline
systems that extends over 4,300 kilometres (2,700 miles), connecting growing
continental oil supplies to key markets and refineries. TransCanada’s common
shares trade on the Toronto and New York stock exchanges under the symbol TRP.
Visit TransCanada.com to learn more, or connect with us on social media and 3BL
Media.

FORWARD LOOKING INFORMATION

This publication contains certain information that is forward-looking and is
subject to important risks and uncertainties (such statements are usually
accompanied by words such as “anticipate”, “expect”, “believe”, “may”, “will”,
“should”, “estimate”, “intend” or other similar words). Forward-looking
statements in this document are intended to provide TransCanada security
holders and potential investors with information regarding TransCanada and its
subsidiaries, including management’s assessment of TransCanada’s and its
subsidiaries’ future plans and financial outlook. All forward-looking
statements reflect TransCanada’s beliefs and assumptions based on information
available at the time the statements were made and as such are not guarantees
of future performance. Readers are cautioned not to place undue reliance on
this forward-looking information, which is given as of the date it is expressed
in this news release, and not to use future-oriented information or financial
outlooks for anything other than their intended purpose. TransCanada undertakes
no obligation to update or revise any forward-looking information except as
required by law. For additional information on the assumptions made, and the
risks and uncertainties which could cause actual results to differ from the
anticipated results, refer to the Quarterly Report to Shareholders dated May 4,
2017 and 2016 Annual Report filed under TransCanada’s profile on SEDAR at
www.sedar.com and with the U.S. Securities and Exchange Commission at
www.sec.gov.

– END RELEASE – 23/06/2017

For further information:
Media Enquiries:
Mark Cooper / James Millar
403.920.7859 or 800.608.7859
OR
TransCanada Investor & Analyst Enquiries:
David Moneta / Stuart Kampel
403.920.7911 or 800.361.6522

COMPANY:
FOR: TRANSCANADA
TSX SYMBOL: TRP
NYSE SYMBOL: TRP

INDUSTRY: Energy and Utilities – Oil and Gas
RELEASE ID: 20170623CC0030

Press Release from Marketwired 1-866-736-3779

All press releases are written by the client and have NO affiliation with the news copy written by The Canadian Press. Any questions that arise due to the content or information provided in the press release should be directed to the company/organization
issuing the release, not to The Canadian Press.