Nexen Announces Agreement to Purchase Convertible Subordinated Debentures from Canexus

CALGARY, ALBERTA--(Marketwire - Aug. 12, 2009) - Nexen Inc. announces that it has agreed to purchase $40,000,000 aggregate principal amount of 8.00% Convertible Unsecured Subordinated Debentures at a price of $1,000 per debenture by way of private placement to an accredited investor in accordance with applicable securities laws from Canexus Income Fund (the "Fund"). These Debentures will be purchased concurrently with completion of a "bought deal" between the Fund with a syndicate of underwriters pursuant to which the Fund will issue, subject to regulatory approval, 8.00% Convertible Unsecured Subordinated Debentures at a price of $1,000 per debenture for total gross proceeds of $46,000,000. For further details refer to the Press Release of Canexus Income Fund dated August 11, 2009. The Nexen Debentures will be convertible into Exchangeable Limited Partnership Units ("Exchangeable LP Units") of Canexus Limited Partnership ("Canexus LP"), which are exchangeable into trust units of the Fund ("Trust Units") on a one for one basis. Nexen currently owns 63,493,414 Exchangeable LP Units which are exchangeable for 65.56% of the outstanding Trust Units (after taking into account the exchange of all outstanding Exchangeable LP Units for Trust Units). If the Nexen Debentures were converted into Exchangeable LP Units and those Exchangeable LP Units were then exchanged into Trust Units, Nexen would acquire ownership of an additional 7,843,137 Trust Units, which would increase Nexen's ownership interest by 2.58% to approximately 68.14% of the outstanding Trust Units (calculated on a partially diluted basis allowing for conversion of the Nexen Debentures but not of any other outstanding convertible securities of the Fund). On a pro forma, fully diluted basis, the purchase of the Nexen Debentures would result in Nexen owning approximately 62.7% of the Trust Units. Given the total proceeds of the debenture offerings by the Fund and Nexen's participation in the transaction, Nexen has informed Canexus that it will no longer participate in the Distribution Reinvestment Plan ("DRIP") commencing with the distribution payable on or about October 15, 2009. Nexen's agreement to purchase the Nexen Debentures which gave rise to the requirement to file this report was made by Nexen in furtherance of its continued investment in Canexus LP and the Fund. Nexen may in the future increase or decrease its holdings as it may deem appropriate in light of the circumstances then existing. This news release is being issued pursuant to securities legislation in each province of Canada and will be filed on the System for Electronic Document Analysis and Retrieval (SEDAR). The report required under National Instrument 62-103 will be filed on SEDAR under Canexus Income Fund's profile at www.sedar.com. Nexen Inc. is an independent, Canadian-based global energy company, listed on the Toronto and New York stock exchanges under the symbol NXY. We believe we are uniquely positioned for growth in the North Sea, Western Canada (including the Athabasca oil sands of Alberta and unconventional gas resource plays such as coalbed methane and shale gas), deep-water Gulf of Mexico, offshore West Africa and the Middle East. We add value for shareholders through successful full-cycle oil and gas exploration and development and leadership in ethics, integrity, governance and environmental protection. Forward-Looking Statements Certain statements in this report constitute "forward-looking statements" (within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended) or "forward-looking information" (within the meaning of applicable Canadian securities legislation). Such statements or information ("forward-looking statements") are generally identifiable by the terminology used such as "anticipate", "believe", "intend", "plan", "expect", "estimate", "budget", "outlook" or other similar words and include statements relating to or associated with individual wells, regions or projects. Any statements as to possible future crude oil, natural gas or chemicals prices, future production levels, future cost recovery oil revenues from our Yemen operations, future capital expenditures and their allocation to exploration and development activities, future earnings, future asset dispositions, future sources of funding for our capital program, future debt levels, possible commerciality, development plans or capacity expansions, future ability to execute dispositions of assets or businesses, future cash flows and their uses, future drilling of new wells, ultimate recoverability of reserves or resources, expected finding and development costs, expected operating performance, including expected reliability of operations and expected operating costs, future demand for chemicals products, estimates on a per share basis, sales, future expenditures and future allowances relating to environmental matters and dates by which certain areas will be developed or will come on stream, and changes in any of the foregoing are forward-looking statements. Statements relating to "reserves" or "resources" are forward-looking statements, as they involve the implied assessment, based on estimates and assumptions that the reserves and resources described exist in the quantities predicted or estimated, and can be profitably produced in the future. The forward-looking statements are subject to known and unknown risks and uncertainties and other factors which may cause actual results, levels of activity and achievements to differ materially from those expressed or implied by such statements. Such factors include, among others: market prices for oil and gas and chemicals products; our ability to explore, develop, produce, upgrade and transport crude oil and natural gas to markets; the results of exploration and development drilling and related activities; the risks inherent in operating in harsh climates; the risks inherent in operating significant facilities which process hazardous and potentially explosive materials under high temperature and pressure; volatility in energy trading markets; foreign-currency exchange rates; economic conditions in the countries and regions in which we carry on business including the increasing costs of materials and labour and the ability of suppliers to meet delivery schedules and cost estimates; governmental actions including changes to taxes or royalties, changes in environmental and other laws and regulations; renegotiations of contracts; results of litigation, arbitration or regulatory proceedings; and political uncertainty, including actions by terrorists, insurgent or other groups, or other armed conflict, including conflict between states. The impact of any one risk, uncertainty or factor on a particular forward-looking statement is not determinable with certainty as these factors are interdependent, and management's future course of action would depend on our assessment of all information at that time. Although we believe that the expectations conveyed by the forward-looking statements are reasonable based on information available to us on the date such forward-looking statements were made, no assurances can be given as to future results, levels of activity and achievements. Undue reliance should not be placed on the statements contained herein, which are made as of the date hereof and, except as required by law, Nexen undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained herein are expressly qualified by this cautionary statement. Readers should also refer to Items 1A and 7A in our 2008 Annual Report on Form 10-K for further discussion of the risk factors.