Cancen Oil Canada Inc
TSX VENTURE : COI

April 09, 2012 12:44 ET

Cancen Oil Canada Inc. Signs Letter Agreement to Acquire Sustainable Environmental Technologies Corp.

EDMONTON, ALBERTA--(Marketwire - April 9, 2012) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Cancen Oil Canada Inc. ("Cancen" or the "Corporation") - (TSX VENTURE:COI) announced today that it has signed a letter agreement dated April 5, 2012 (the "Letter Agreement") (the "Letter Agreement") whereby Cancen would acquire all of the outstanding shares of SET Corp (the "SET Corp Shares") for an aggregate consideration of US$34,400,000, to be paid by Cancen in cash, or a mixture of cash and the issuance of common shares of Cancen (the "Cancen Shares") (the "Proposed Acquisition"). In the event that Cancen Shares are issued in connection with the Proposed Acquisition, the issue price per Cancen Share (the "Issue Price") will be determined as at the date Cancen and SET Corp enter into a definitive share purchase agreement (the "Definitive Agreement"), such Issue Price not to exceed a maximum of $1.00 per Cancen Common Share, subject to the approval of the TSX Venture Exchange Inc. (the "Exchange"). The Corporation currently has issued and outstanding 57,086,681 Cancen Shares. The Proposed Acquisition is an "Arm's Length Transaction", as such term is defined in the policies of the Exchange.

As part of the Proposed Acquisition, Cancen would acquire the wholly owned subsidiaries of SET Corp, including ProWater, LLC ("ProWater"); ProWater's Centerline SWD™ saltwater disposal systems and facilities in Utah and North Dakota; technologies including SET Corp's Multi-Gen combined cooling, heating, power and water production and Centerline SWD water processing technologies; intellectual property and all other assets.

"Acquiring SET Corp and ProWater is strategically advantageous as it gives Cancen access to the United States oil and gas saltwater disposal well markets through their disposal facilities in North Dakota (Bakken Shale) and Utah," stated Fred LaHaie, President and Chief Executive Officer of Cancen.

"Additionally, ProWater's innovative Centerline SWD™ wastewater processing technologies are a valuable addition to our current SWD and other oil field production services. We believe the technologies can improve our efficiencies and bottom line," according to LaHaie.

The ProWater Centerline SWD™ system is a fully modular, movable system that can be built in modern climate controlled facilities year round and quickly erected when and where needed.

The completion of the Proposed Acquisition is subject to several conditions set out in the Letter Agreement, including approval by the directors of Cancen and SET Corp, entering into of the Definitive Agreement, satisfactory completion of due diligence, shareholder approval, regulatory approval, including the prior approval of the Exchange, and the completion by the Corporation of a financing of not less than CDN$50,000,000 (the "Financing"). An announcement regarding the details of the Financing will be made in due course.

About Cancen

Cancen is an energy services company that focuses on providing specialized services to upstream oil and natural gas companies operating in the Western Canadian Sedimentary Basin. The services provided by Cancen assist these companies with the treatment and sale of crude oil and the handling of by-products associated with oil and natural gas development and production. The services provided by Cancen include crude oil emulsion treatment, oilfield waste processing, and disposal of produced and waste water. As at the date hereof, the Corporation's services are provided at five facilities in Alberta and one facility in British Columbia.

About SET Corp

SET Corp, through subsidiaries such as ProWater, acquire, develop and market strategic technologies that responsibly and economically solve environmental issues to bridge the gap between today's energy inefficient facilities and the sustainable development and design needs of tomorrow. SET Corp's technologies deliver essential resources for business operations while reducing their customers' environmental impact and conserving essential and diminishing resources. SET Corp's offering includes treatment, recovery, reclamation and re-injection services for produced water from oil and gas production and ultra-efficient tri-gen systems that offer combined cooling, heating, and power generation with the added capability of water production from a single energy source. Ticker: OTCQB: SETS, www.SETCorp.us or www.ProWater.us.

SET Corp is incorporated under the laws of the State of California and its principal officer is located at 2377 W. Foothill Blvd., Suite 18, Upland, CA 91786.

For further information about SET Corp or ProWater please contact:

Investors: SET Corp, +1 801 810 9888, invest@SETcorp.us

Info: ProWater, +1 303 937 6556, info@ProWater.us

Media: Julie Shepherd, Accentuate PR, +1 801 810 9888 X701, Julie@SETCorp.us

Disclaimer for Forward-Looking Information

This press release contains forward-looking statements and information that are based on the beliefs of management and reflect the Corporation's current expectations. When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release include information relating to the closing of the Proposed Acquisition. Such statements and information reflect the current view of the Corporation with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and the Corporation undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Investors are cautioned against attributing undue certainty to forward-looking statements.

The Corporation cautions that the foregoing list of material factors is not exhaustive. When relying on Cancen's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Corporation has also assumed that material factors will not cause any forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.

The securities to be issued by CANCEN have not been, nor will be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or "U.S. persons", as such term is defined in Regulation S under the U.S. Securities Act ("U.S. Persons"), absent registration under the U.S. Securities Act and applicable state securities laws, or an applicable exemption from such registration requirements. This release does not constitute an offer for sale of securities to, or for the account or benefit of, persons in the United States or U.S. Persons.

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 release.

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