UPDATE 3-Verenex says Libya puts C$499 million deal at risk

* Verenex says still awaiting Libyan OK on CNPC offer

* Says no assurance sale to CNPC can be completed

* Considers allegations of impropriety without merit

* Shares down 19 pct at C$6.91 (Adds comment from Canadian government, updates share price)

By Scott Haggett

CALGARY, Alberta, June 22 (Reuters) - Canada's Verenex Energy Inc (VNX.TO) said on Monday that Libyan authorities have not yet approved the C$499 million ($434 million) sale of the company to China National Petroleum Corp (CNPC) [CNPET.UL], putting the deal at risk and sending its shares lower.

Verenex, a small oil producer operating in the North African country, said it is still seeking Libyan approval for plans to sell its operation to the Chinese firm, though Libya's National Oil Company (NOC) has publicly and repeatedly said it is mulling plans to match the offer.

Verenex requires the consent of the NOC for the C$10 per share deal, announced in February, to go ahead. However Jim McFarland, the company's chief executive, said Libya's General People's Committee -- which he said was a group of senior government officials -- has also questioned the deal.

"We still don't have a decision from either the NOC or the GPC," McFarland said. "At the end of the day, the GPC really has to make the final decision."

Verenex cautioned investors that Libya's refusal so far to sanction the CNPC offer may scuttle the deal entirely. It said it is reassessing its operations and expenditures because of the delays and has sufficient cash to fund its business for the next few months.

Verenex also said the NOC has sent it a letter saying it was investigating allegations the company was improperly qualified to bid for stakes in Libya's oil fields in 2005.

Verenex said considers the allegations to be without merit and noted in its release that they only emerged after the company sought approval for the sale.

Prior to its agreement with CNPC's international arm, Verenex said Libya's NOC had requested an approval bonus of C$46.7 million to expedite the needed approvals. Those approvals haven't come and the company said it believes the GPC is looking to have that bonus raised or to cut the potential sale price.

"It's pretty clear they are looking for either a lower price under a pre-emption scenario or a higher bonus under a consent scenario," McFarland said. "That's all I really know at the moment."

The Canadian government said it has expressed its concerns to the government of Libya and plans to press Tripoli for a response.

A spokeswoman for Foreign Affairs Minister Stockwell Day said the minister has sent a letter to his Libyan counterpart and told officials in the North African country that Canada expects the matter to be resolved in a way that is fair to Verenex and its shareholders.

Libya has yet to respond.

Verenex also said it is considering arbitration or other legal remedies allowed under its production sharing contract with Libya.

Verenex also said it has extended the closing of the sale by two months to Aug. 24, a provision allowed in the original agreement with CNPC.

Verenex shares were down C$1.67, or 19 percent, at C$6.91 on Monday afternoon on the Toronto Stock Exchange after earlier tumbling as low as C$5.60.

($1=$1.15 Canadian) (Editing by Rob Wilson)