SET Corp

SET Corp

April 10, 2012 08:25 ET

SET Corp and Cancen Oil Canada Sign LOI for Acquisition of SET Corp

Proposed Acquisition Offers SET Corp Access to Resources and Expansion Into Canada, Provides Cancen Access to U.S. Market and SET Corp's ProWater Saltwater Disposal Technologies

DENVER, CO--(Marketwire - Apr 10, 2012) - Sustainable Environmental Technologies Corp. ("SET Corp") (OTCQB: SETS) (PINKSHEETS: SETS) and Cancen Oil Canada Inc. ("Cancen") (TSX VENTURE: COI) signed a letter of intent agreement (LOI) dated April 5, 2012 for Cancen to acquire all of the outstanding shares of SET Corp, for US $34.4 million, to be paid by Cancen in cash, or a mixture of cash and the issuance of common shares of Cancen. As part of the proposed acquisition, Cancen would acquire SET Corps' wholly owned ProWater subsidiary; ProWater's Centerline SWD™ saltwater disposal systems and facilities in Utah and North Dakota; technologies including SET's MultiGen combined cooling, heating, power and water production and Centerline SWD water processing technologies; intellectual property and all other assets.

"The application of proven water treatment systems today is in high demand globally," said Keith Morlock, President of ProWater and V.P. of SET Corp. "Our ProWater Centerline SWD has innovative technologies and processes that increase efficiency and profitability, enabling us to better serve our customers and making us a very attractive oil field service vendor and acquisition target."

To date, ProWater's focus has been directed to North American oil plays, such as the Bakken Shale. Morlock noted, "This acquisition will speed our expansion beyond the U.S., bringing Centerline SWD technologies into key areas in Canada to process the ever-growing volumes of wastewater and assure the continued supply of domestic petroleum products so desperately needed by both countries."

"Acquiring SET Corp and ProWater is strategically advantageous as it gives Cancen Oil access to the U.S. oil and gas saltwater disposal well markets through their disposal facilities in North Dakota (Bakken Shale) and Utah," stated Frederick LaHaie, Cancen President and CEO. "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."

The ProWater Centerline SWD™ system is a fully modular, movable system that is built in climate-controlled facilities year round and quickly erected when and where needed. This is a key factor in locales such as the Bakken Shale where winter temperatures can reach -40° F (-40°C). This could eventually enable ProWater to bring a new facility online every 90 days.

Bob Glaser, CEO of SET Corp, stated, "SET Corp and Cancen have differing, but complementary technologies for processing produced water from oil and gas wells that, when used together, will provide a significant competitive advantage for both of our organizations. Marrying SET Corp with Cancen provides us entrée to the Canadian market and Cancen's extensive customer base and resources. The acquisition will create a unified company with a much stronger service offering and market presence."

Proposed Terms

In the event that Cancen shares are issued in connection with the proposed acquisition, the issue price per Cancen share will be determined as at the date Cancen and SET Corp enter into a 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 completion of the proposed acquisition is subject to several conditions set out in the LOI, including approval by the directors of Cancen and SET Corp, entering into the definitive agreement, satisfactory completion of due diligence, shareholder approval, regulatory approval, including the prior approval of the TSX Venture Exchange Inc., 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 wastewater. 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
Sustainable Environmental Technologies Corp. (SET Corp), through subsidiaries such as ProWater, LLC, 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, or

Safe harbor statement
This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the Company's results of operation, financial position and long-term strategies. These forward-looking statements involve risks and uncertainties that include, among others, risks related to competition, management of growth, new products, services and technologies, potential fluctuations in operating results, international expansion, commercial agreements, acquisitions and strategic transactions, and fraud. More information about factors that potentially could affect SET Corp's financial results are included in SET Corp's filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-Q or 10-K and subsequent filings.

Contact Information

  • Contacts:

    Cancen Oil:
    Frederick LaHaie
    Cancen President and CEO
    (780) 452-7205
    Email Contact

    Cancen Investor Relations:
    Stan Buchalter
    Buchalter Consulting
    866 631 6537 or 905 631 6537
    Email Contact

    For SET Corp or ProWater information:
    SET Corp
    +1 801 810 9888
    Email Contact

    +1 303 937 6556
    Email Contact

    Julie Shepherd
    Accentuate PR
    +1 801 810 9888X701
    Email Contact