Shift Networks Inc.

Shift Networks Inc.

May 25, 2006 07:00 ET

Shift Announces Terms of $5 million Financing

CALGARY, ALBERTA--(CCNMatthews - May 25, 2006) -

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Shift Networks Inc. (TSX VENTURE:SHF), one of Canada's leading providers of hosted Voice over IP phone services for small to medium sized businesses, today announced the terms of the previously announced brokered private placement, subject to regulatory approval, to raise up to $5,000,000 ("Private Placement").

Loewen, Ondaatje, McCutcheon Limited will be acting as lead agent on a best efforts basis for this Private Placement.

Shift will issue up to 33,333,333 Units at $0.15 per Unit. Each Unit will consist of one common share and one half non-transferable share purchase warrant. Each whole share purchase warrant will be exercisable into one common share at a price of $0.18 for a period of 24 months from the date of closing scheduled on or before June 14, 2006.

Shift intends to use the proceeds of this financing as follows:

- accelerate expansion into Eastern Canada, specifically Toronto, and continue
to fund growth in Calgary, Edmonton and Vancouver;

- deploy new network technology to increase margins, features and services; and

- reduce demand barriers with lower priced telephone handsets bundled with
monthly service.

Shift also reports the results of the May 4, 2006 special shareholder meeting. Over 96% percent of shares voted in support of the shareholder resolutions. "This vote enables the Board to effect a share consolidation if and when appropriate to optimize Shift's share structure for continued access to capital for growth. The Company does not have immediate plans to effect the share consolidation. The Board intends to evaluate and assess the appropriate timing of a share consolidation in the coming months. The resolution with regard to name change was a related regulatory issue and we do not anticipate or intend to make any changes to the Shift name and brand", explained Shift President and CEO, Trent Johnsen.

Shift Networks is a leader in next generation IP communications services for small to medium-sized businesses. Shift Networks trades on the TSX Venture Exchange under the symbol "SHF". Please visit our website at

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

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