C Level II Enters into Agreement to Acquire Canadian Oil Recovery & Remediation Enterprises Inc.



    MONTREAL, Sept. 7 /CNW Telbec/ - C Level II International Holding Inc.
("CII" or the "Company") - CII (TSX-V: CII.P) is pleased to announce that it
has entered into a Letter Agreement dated September 6, 2007 with Canadian Oil
Recovery & Remediation Enterprises Inc. ("CORRE"), a private company involved
in the acquisition, development and commercialisation of oil recovery and
remediation technologies. Pursuant to the Letter Agreement, CII shall acquire
all the issued and outstanding shares of CORRE (the "Transaction").

    The Transaction

    Pursuant to the Transaction, CII will acquire all of the issued and
outstanding shares of CORRE in exchange for the issuance to the shareholders
of CORRE of an aggregate of a maximum of 98,057,142 common shares of CII at a
deemed price of $0.175 per CII common share, for total consideration of a
maximum of $17,160,000. The Transaction is an arm's length transaction
pursuant to the policies of the TSX Venture Exchange (the "Exchange").
    Prior to the Transaction, CORRE shall have completed an Offering of
Convertible Debentures in the aggregate amount of $5,250,000, which shall
automatically convert into 7,000,000 common shares of CORRE at a price of
$0.75 per CORRE common share immediately prior to closing of the Transaction
(the "Convertible Debenture Financing"). The CORRE shares to be issued upon
the conversion of the Convertible Debenture are included in the CORRE shares
to be exchanged for the 98,057,142 CII common shares as part of the
Transaction.
    Also, concurrently with the closing of the Transaction, CORRE shall have
completed a brokered financing to raise a minimum of $1,000,000 and a maximum
of $2,000,000 through the sale of CORRE units (the "Units") at a price of
$1.00 per Unit, each Unit being comprised of one (1) CORRE common share and
one half (1/2) CORRE common share purchase warrant, each whole purchase
warrant entitling its holder to acquire one (1) CORRE common share at a price
of $1.25 per share for a period of two (2) years from date of grant (the
"Concurrent Financing"). The CORRE shares to be issued as part of the
Concurrent Financing are also included in the CORRE shares to be exchanged for
the 98,057,142 CII common shares as part of the Transaction and the CORRE
warrants will convert into CII warrants using the above-mentioned conversion
ratio. Finder's fees or commissions may be paid in connection with the
Convertible Debenture Financing and Concurrent Financing in amounts to be
determined, but will be in accordance with policies of the Exchange and with
market practice. The Concurrent Financing will close at the time of and will
be conditional upon the closing of the Transaction.
    The Transaction will constitute CII's "Qualifying Transaction" as such
term is defined in the Exchange Policy 2.4, and upon completion, will result
in the listing of CII as a Tier 2 Technology or Industrial Issuer. At the
close of the Transaction, CII intends to change its name to Canadian Oil
Recovery & Remediation Enterprises Ltd. or to a similar name, and also intends
to complete a consolidation pursuant to which all of its outstanding
securities, including convertible securities will be consolidated on a
3 for 1 basis.

    Conditions Precedent

    The parties' obligations to complete the Transaction are subject to the
satisfaction of the usual conditions precedent including:

    (a) all necessary shareholder and Board approvals and requisite approval
    of the Exchange and all other regulatory authorities and third parties to
    the Transaction, including participants in the Convertible Debenture
    Financing and Concurrent Financing being obtained;

    (b) no adverse material change shall have occurred in the business,
    affairs, financial condition assets or operations of CII or CORRE prior
    to completion of the Transaction;

    (c) CII having a minimum net cash balance on hand of $1,250,000 prior to
    costs, fees and expenses related to the Transaction;

    (d) the completion by CORRE of the Convertible Debenture Financing and
    the Concurrent Financing; and

    (e) both CII and CORRE being satisfied with the results of their
    respective due diligence review in connection with the Transaction.

    About CORRE

    CORRE is a private Canadian company with head offices at Suite 110,
141 Adelaide Street West, Toronto. It is fully licensed to use two innovative
oil recovery and remediation technologies that work in tandem to fully
rehabilitate oil contaminated sites while simultaneously recovering the oil.
It is expected that such technologies will be used initially to assist in the
clean up of the oil lakes located in the middle-east, including in Kuwait.
CORRE has already secured local partnerships in the middle-east, built and
shipped prototypes of its proprietary machinery combining its 2 licensed
technologies to Kuwait, and applied to a pre-qualification process with the
Kuwait authorities. CORRE also owns the advanced oil recovery and remediation
equipment systems that utilize its patented technologies to separate oil from
sand and deliver a complete package of site rehabilitation to its customers,
which are primarily oil companies.
    The first technology, the "APEX" technology, employs proprietary and
patented chemicals to treat and upgrade sludge and other oily wastes that
accumulate in sludge pits mainly from the cleaning of oil storage tanks. The
APEX technology is very effective in the treatment of oily wastes with
relatively higher content of hydrocarbon. The World Bank has approved the APEX
technology and equipment, which has already been deployed in Romania, Mexico,
Norway and other parts of the world where they have proven their technical,
environmental and economic efficiencies in the separation of petroleum-based
waste materials, including hydrocarbons from oily sludge and contaminated
soil.
    The second technology known as the "OS" technology uses hydrogen peroxide
to separate oil from sand and is very effective in the remediation of oil
contaminated sites or substrata which has lower content of hydrocarbon.
Accordingly, the two technologies will work in tandem to deliver a "turn key"
job of cleaning the top layers of sludge and oily wastes of sludge pits, oil
lakes and other oil contaminated sites, as well as the underground layers of
soil into which the oily wastes and sludge have seeped.
    CORRE expects to commence its operations in the Gulf region, mainly in
Kuwait, where more than 300 oil lakes await rehabilitation now that the
United Nations has collected, over the last 15 years, approximately
$16.5 billion dollars from Iraq, under the "oil for food" program", to
compensate Kuwait for the environmental damages it suffered in the Gulf War
from the explosion of the oil wells by Iraq that resulted into the Kuwait Oil
Fires and Kuwait Oil Lakes. The other major market for CORRE's services in
this region is the rehabilitation of the sludge pits in Kuwait and the other
5 Gulf states, namely, Bahrain, UAE, Qatar, Oman and Saudi Arabia.
    CORRE has secured strategic local partnerships in the Middle East and
North Africa with 40 years of experience and specialization in oil services
directly with the national oil companies. CANAR and IMCO, of Kuwait and Qatar,
are two of CORRE's strategic alliances in the Gulf Region. Both companies have
a long and successful history of working with oil companies in the middle east
and have undertaken, in the last five years alone, contracts valued over
$400 million from national oil companies in the region. They have more than
2,500 employees, including 400 engineers, in Kuwait and Qatar. They will be
providing CORRE with all the support services (office and site), logistics and
customer relations. CANAR and IMCO holdings include MASS CONSULTANTS, ITC, KAI
INDUSTRIES (pipes, drilling and catalyst manufacturing), and PROJACS
(a project management company that has managed projects with total value of
over $4 billion to-date, and that has recently been awarded the Al-Bawadi
project in Dubai which will have a construction cost estimated at $50 billion.
    The Saudi International Establishment will provide CORRE with similar
support in Saudi Arabia.
    The operating company of CORRE in the Middle East is CORRE MENA, a Jebel
Ali Free Zone Area company, that will operate from its head offices in Dubai,
UAE. CORRE MENA will be 75% owned and controlled by CORRE Inc., and 25% by the
strategic local partners.

    General

    Completion of this Transaction is subject to a number of conditions,
including but not limited to Exchange acceptance. The Transaction cannot close
until the required Exchange approval is obtained. There can be no assurance
that the Transaction will be completed as proposed or at all.
    Investors are cautioned that, except as disclosed in the Filing Statement
or Proxy Solicitation Circular to be prepared in connection with the
Transaction, any information released or received with respect to the
Transaction may not be accurate or complete and should not be relied upon.
Trading in the securities of a capital pool company should be considered
highly speculative.

    The TSX Venture Exchange has in no way passed upon the merits of the
proposed Transaction and has neither approved nor disapproved the contents of
this press release. A more detailed press release will be subsequently
published in order to provide additional details on the contemplated
qualifying transaction.

    Trading in CII's common shares on the Exchange will be halted pending
completion of the Transaction.

    FORWARD LOOKING INFORMATION

    Certain information in this news release is forward-looking within the
meaning of certain securities laws, and is subject to important risks,
uncertainties and assumptions. This forward looking information includes,
among other things, information with respect to CII's beliefs, plans,
expectations, anticipations, estimates and intentions, such as the CII's
acquisition of CORRE, the completion of the proposed Convertible Debenture
Financing or the Concurrent Financing. The words "may", "could", "should",
"would", "suspect", "outlook", "believe", "anticipate", "estimate", "expect",
"intend", "plan", "target" and similar words and expressions are used to
identify forward-looking information. The forward looking information in this
news release describes the Company's expectations as of the date of this news
release.
    The results or events anticipated or predicted in such forward-looking
information may differ materially from actual results or events. Material
factors which could cause actual results or events to differ materially from a
conclusion, forecast or projection in such forward-looking information
include, among others, general economic conditions, adverse industry events,
the Company's ability to make and integrate acquisitions, industry and
government regulation and in satisfaction of the conditions of the Letter
Agreement, as well as CORRE's ability to implement its business strategies,
competition, currency fluctuations and other risks. CII cautions that the
foregoing list of material factors is not exhaustive. When relying on CII's
forward-looking information to make decisions, investors and others should
carefully consider the foregoing factors and other uncertainties and potential
events. CII has assumed a certain progression, which may not be realized. It
has also assumed that the material factors referred to in the previous
paragraph will not cause such forward-looking 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 FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS
THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND,
ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. HOWEVER, CII EXPRESSLY
DISCLAIMS ANY INTENTION OR OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING
INFORMATION, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR
OTHERWISE, EXCEPT AS REQUIRED BY APPLICABLE LAW.
    %SEDAR: 00025362E




For further information:

For further information: Daniel Pharand, Chairman, C Level II
International Holding Inc., (514) 984-4431, dpharand@pharcan.com

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C LEVEL II INTERNATIONAL HOLDING INC.

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