Eguana Technologies Inc V.EGT

EARLY WARNING REPORT FINANCING AGREEMENT

[Enersol]

EARLY WARNING REPORT

1. Name and address of Offeror

DHCT II Luxembourg S.a.r.l. (the "Offeror")

28 Boulevard Royal

Luxembourg, L-2449

2. Name of Issuer

Sustainable Energy Technologies Ltd. (the "Corporation")

3. Designation and number or principal amount of securities and the offeror's security

holding percentage in the class of securities of which the offeror acquired ownership

or control the transaction or occurrence giving rise to the reporting obligation, and

whether it ownership or control that was acquired in those circumstances

As part of a private placement financing with the Corporation, the Offeror acquired

450,000 Units, each unit consisting of one (1) redeemable, 8%, voting, First Preferred

Share in the capital of the Corporation convertible into common shares of the

Corporation ("Common Shares") at a price of C$0.15 per share, subject to certain

adjustments (the "Convertible First Preferred Shares") and twenty-eight (28) warrants

("Warrants") to acquire one voting or non-voting Common Share, as applicable, of the

Corporation at an exercise price of C$0.30 per share, subject to certain adjustments. The

450,000 Convertible First Preferred Shares acquired by the Offeror represent

approximately 59% of the issued and outstanding Convertible First Preferred Shares.

The Offeror further acquired ownership of 10,000,000 common share warrants

("Additional Warrants"), exercisable at a price of C$0.15 per Common Share, expiring 6

months from the closing date, for total ownership of 10,000,000 Common Shares, if

exercised.

The Offeror has further acquired one Series 8 First Preferred Share, representing 100% of

the issued and outstanding Series 8 First Preferred Shares.

4. Designation and number or principal amount of securities and the offeror's security

holding percentage in the class of securities immediately after the transaction or

occurrence giving rise to the reporting obligation

See item 3.

5. Designation and number or principal amount of securities and the percentage of

outstanding securities of the class of securities referred to in paragraph 3 over which

i. The Offeror, either alone or together with any joint actors, has ownership and

control

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See item 3.

ii. The Offeror, either alone or together with any joint actors, has ownership but

control is held by other person or companies other than the Offeror or any

joint actor and

Nil.

iii. The Offeror, either alone or together with any joint actors, has exclusive or

shared control but does not have ownership

Nil.

6. The name of the market in which the transaction or occurrence that gave rise to the

reporting obligation took place

Private placement by the Corporation.

7. The purpose of the Offeror and any joint actors in effecting the transaction or

occurrence that gave rise to the reporting obligation, including any further intention

to acquire ownership of, or control over, additional securities of the reporting issuer

The Offeror acquired the securities for investment purposes. Presently, the Offeror does

not have any intention of acquiring further securities of the Corporation but may acquire

ownership of or control over further securities of the Corporation in the future.

8. The general nature and the material terms of any agreement, other than lending

arrangements, with respect to the securities of the reporting issuer entered into by the

Offeror, or any joint actor, and the issuer of the securities or any other entity in

connection with the transaction or occurrence giving rise to the news release,

including agreements with respect to the acquisition, holding, disposition or voting

of any of the securities

The Offeror and the Corporation have entered into a number of agreements to give

effect to the private placement including: (i) an Investor Rights Agreement containing

terms and conditions relating to the Offeror's ownership of securities of the Corporation,

information and governance rights, board representation rights, consent rights and

registration rights; (ii) Voting Agreements wherein certain shareholders of the

Corporation have agreed to vote their shares, at the next Annual Shareholders Meeting,

in favour of the approval, consent, ratification and adoption resolutions required to

approve and give effect to the private placement of the Corporation; and (iii) certain

Lock-Up Agreements whereby the Offeror and certain directors of the Corporation have

agreed to, among other things, not transfer or sell any securities of the Corporation for a

period of one (1) year ending May 7, 2010.

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9. The names of any joint actors in connection with the disclosure required by this

report

Nil.

10. In the case of a transaction or occurrence that did not take place on a stock exchange

or other market that represents a published market for the securities, including an

issuance from treasury, the nature and value of the consideration paid by the Offeror

The Offeror paid the Corporation total consideration of C$4,500,000 for the 450,000

Units, the 10,000,000 Additional Warrants, and the Series 8 Preferred Share.

11. If applicable, a description of the exemption from securities legislation being relied

on by the Offeror and the facts supporting that reliance

The Convertible First Preferred Shares, the Warrants, the Additional Warrants and the

Series 8 First Preferred Share were acquired through a private placement transaction

between the Offeror and the Corporation, pursuant to the accredited investor exemption

in section 2.3 of National Instrument 45-106 Prospectus and Registration Exemptions.

Dated this 12th day of May, 2009.

DHCT II LUXEMBOURG S.A.R.L.

(signed) Cedric Stebel

By: Cedric Stebel

Title: Manager