SOURCE: CYBERSURF CORP.

October 31, 2006 19:14 ET

Cybersurf Corp. Announces New Shareholder Rights Plan and Organizational By-Law and Proposed Stock Option Plan

CALGARY, AB -- (MARKET WIRE) -- October 31, 2006 -- Cybersurf Corp. (TSX-V: CY) ("Cybersurf" or the "Corporation"), one of Canada's leading independent Internet service providers, today announced the adoption of a new shareholder rights plan ("2006 SRP") and organizational by-law and a new proposed stock option plan ("2006 SOP"), certain of which are subject to regulatory approvals and the approval of the shareholders of the Corporation ("Shareholders") at the upcoming annual general and special meeting of the Corporation scheduled to take place on December 15, 2006 ("Meeting").

Pursuant to authorization conferred by the board of directors of the Corporation ("Board"), the Corporation has entered into a new shareholder rights plan agreement ("2006 SRPA") effective November 8, 2006 ("Effective Date") with CIBC Mellon Trust Company (the "Rights Agent"). The 2006 SRPA creates the 2006 SRP on essentially the same terms as the shareholder rights plan that is currently in effect and will expire on November 7, 2006 ("2000 SRP") pursuant to a shareholder rights plan agreement between the Corporation and the Rights Agent.

The 2006 SRP is similar to plans adopted by a number of other Canadian companies. As was the case with the 2000 SRP, the 2006 SRP is designed to ensure fair treatment of Shareholders in the event of a take-over offer for the common shares of Cybersurf. The 2006 SRP is intended to provide Cybersurf's Board with adequate time to evaluate any unsolicited take-over bid and, if appropriate, to seek other alternatives to maximize Shareholder value. The 2006 SRP will only continue in effect upon the Shareholders approving it at the Meeting and subject to final regulatory approval. The 2006 SRP runs for a term of six years, subject to reconfirmation by Shareholders at the first annual meeting of Shareholders held three (3) years following the Effective Date. In announcing the 2006 SRP, Cybersurf is not aware of any pending or threatened take-over bids for the Corporation.

The Board has also adopted a new organizational by-law ("By-law No. 1 (2006)") that replaces its previous by-laws. These changes were made to eliminate confusion surrounding which by-laws were adopted by the Corporation following the amalgamation of the Corporation with two other companies in 1998. By-law No. 1 (2006) deals with the usual matters addressed by an organizational by-law. The adoption of By-law No. 1 (2006) and the repeal of the pre-existing by-laws of the Corporation will only continue in effect upon confirmation by the Shareholders at the Meeting and subject to final regulatory approval.

The 2006 SOP is being proposed for adoption by the Shareholders at the Meeting in response to regulatory changes that have occurred since the existing stock option plan of the Corporation ("Existing SOP") was adopted. If adopted by the Shareholders, the 2006 SOP will replace the Existing SOP of the Corporation and all options issued and outstanding under the Existing SOP will be continued under and governed by the 2006 SOP. A maximum of 3,316,668 common shares are reserved for issuance under the 2006 SOP as is the case under the Existing SOP. The number of common shares reserved for issuance under stock options under the 2006 SOP is also capped at twenty percent (20%) of the outstanding issue of the Corporation as at the date of approval of the 2006 SOP by the Shareholders. If the Shareholders do not adopt the 2006 SOP, the Existing SOP will continue.

Further details of the 2006 SRP, By-law No. 1 (2006) and the proposed 2006 SOP will be sent to Shareholders in the management proxy information circular for the upcoming Meeting.

About Cybersurf Corp.

Cybersurf is an independent Internet and communications company providing consumers in the United States and Canada with a value-driven alternative to large incumbent carriers. Cybersurf prides itself on providing the highest possible quality of services at the lowest possible prices and is one of Canada's largest independent Internet service providers.

Cybersurf believes consumers want 'The Freedom of Choice' that comes with having a truly independent provider as an alternative to larger incumbent telephone companies or cable carriers -- a choice that allows users to connect to the Internet how they want and with an independent provider that focuses on the needs of today's average user by providing quality service at the best possible price. Cybersurf is that choice.

For more information about Cybersurf, please visit www.cybersurf.com or www.cia.com or email investor.relations@cybersurf.com.

Cybersurf's common shares trade on the TSX Venture Exchange under the trading symbol "CY."

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this press release.

Forward-Looking Statements

This news release may contain certain forward-looking statements. All statements, other than statements of historical fact, included herein, are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are based on the estimates and opinions of management on the date the statements are made, and Cybersurf does not undertake an obligation to update forward-looking statements should conditions or management's estimates or opinions change.

Contact Information

  • Contact:
    Cybersurf Corp.
    300, 1144 - 29 Avenue NE
    Calgary, AB
    T2E 7P1
    Ph: 403.777.2000
    Fax: 403.777.2003