September 29, 2006
SEAIR ANNOUNCES SIGNING AN AGREEMENT TO ACQUIRE THE BALANCE OF THE SHARES OF ITS SUBSIDIARY SEAIR SEPTIC INC.
(the "Proposed Acquisition")
Edmonton, Alberta, September 29, 2006. SEAIR INC . (SDS: TSX Venture Exchange) SEAIR INC. ("SEAIR") is pleased to announce that it has signed an agreement (the "SPA") with Terroza Expediting Inc. ("Terroza") to acquire the balance of the shares of Seair Septic Inc. ("Seair Septic"). The Proposed Acquisition is subject to regulatory and if necessary, shareholder approval.
Upon completion of the Proposed Acquisition, SEAIR will own and control 100% of Seair Septic. SEAIR will issue 2.75 million shares to Terroza at a deemed value of $0.50 per share for a total deemed price of $1,375,000.
No bonus or finder's fee will be paid in connection with the Proposed Acquisition.
Pursuant to the policies of the TSX Venture Exchange and Ontario Securities Commission Rule 61-501 ("OSC Rule 61-501") the transaction contemplated by the SPA may be classified as a "related party transaction" as Terroza holds more than 10% of the voting securities of SEAIR.
SEAIR expects that subject to directions from the TSX Venture Exchange, that exemptions from the formal valuation and minority shareholder approval requirements under OSC Rule 61-501 will be available. In particular, no securities of SEAIR are listed or quoted on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or any stock exchange outside Canada or the United States. In addition, the estimated fair market value of the additional interest in Seair Septic and the consideration to be paid therefore does not exceed 25% of SEAIR's present market capitalization.
Seair Septic holds an exclusive sub-license from SEAIR Diffusion Systems Inc. for the specific application of portable wastewater treatment systems. Seair Septic will continue to supply and lease sewage treatment systems to various remote campsites, primarily in the oilfield service industry. The Proposed Acquisition will allow Seair Septic to expand the scale of its operation to a wider variety of wastewater treatment applications and an unrestrained scope of customers.
Management of Seair believes that the Proposed Acquisition will allow more effective expansion of its current operations in the oil and gas sector, and provide a solid base to further service other wastewater treatment customers. Management of Seair believes that there is a need in the oil and gas industry and the wastewater treatment sector for cost effective, environmentally responsible solutions that will continue to expand and that with its licensed technology, Seair is positioned to fulfill that need."
SEAIR is a developer of proprietary diffusion and sterilization technologies. These patent pending technologies allow for the efficient diffusion of gases into a liquid, thereby facilitating numerous applications in a wide variety of industries, including potable and waste water treatment, pulp and paper, aquaculture, agriculture/horticulture, sterilization, golf course irrigation and pond treatment, animal enhancement and oil and gas. SEAIR's primary focus is developing and selling equipment that diffuses gases such as oxygen, ozone or carbon dioxide into a liquid, resulting in a supersaturate solution. The major difference between SEAIR and other diffusion technologies is the ability to achieve extremely small gas bubble size, which in turn allows for the mass transfer of gas to fluid. The result is a stable condition where the gases remain in solution for extended periods of time, leading to increased productivity and lower operating costs.
Parties interested in obtaining further information or receiving news releases and corporate documents from SEAIR may e-mail such request to seair@telus.net or visit our SEAIR web site at: www.seair.ca .
Final Exchange acceptance of the transaction is subject to SEAIR fulfilling all of the requirements of the Exchange.
FOR FURTHER INFORMATION PLEASE CONTACT:
Harold Kinasewich
SEAIR Inc.
T: 780 477 7188
F: 780 477 6622
E: Seair@telus.net
This news release may contain certain forward-looking statements that reflect the current views and/or expectations of SEAIR INC. with respect to its performance, business and future events. Such statements are subject to a number of risks, uncertainties and assumptions. Actual results and events may vary.
THE TSX VENTURE EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
