AireSurf Networks Holdings Inc.

AireSurf Networks Holdings Inc.

June 11, 2014 17:35 ET

AireSurf Announces Changes to the Board of Directors and Debt Settlement

TORONTO, ONTARIO--(Marketwired - June 11, 2014) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

AireSurf Networks Holdings Inc. ("AireSurf" or the "Company") announces that Lisa McCormack and Arvin Ramos have been appointed as directors of the Company.

Brief biographies of the new directors are as follows:

Mr. Ramos is the owner of 2124258 Ontario Inc., a company providing accounting and bookkeeping services to various public and private companies. In addition, Mr. Ramos has served as Chief Financial Officer of Galaxy Lithium (Ontario) Inc. and controller of Galaxy Resources Limited since July 2012 and as Chief Executive Officer of Lithium One Inc. from November 2010 to July 2012.

Mrs. McCormack is the Corporate Secretary of Kerr Mines Inc. since December 2013. In addition, Mrs. McCormack served as Vice-President, Legal of Northern Gold Mining Inc. from October 2012 to June 2013, Corporate Secretary of Trelawney Mining and Exploration Inc. from January 2011 to June 2012 and Corporate Securities Law Clerk with Irwin Lowy LLP from August 2006 to December 2010.

Kevin Pitt has resigned as a director of the Company effective immediately. The board of directors and management would like to thank Mr. Pitt for his contribution to the Company and wish him every success in his future endeavours.

The Company has agreed to settle an aggregate of $434,695 of indebtedness owed to certain arm's length and non-arm's length creditors through the issuance of an aggregate of 8,693,900 common shares of the Company at a price of $0.05 per common share. All common shares issued in connection with the shares for debt transaction are subject to a four month statutory hold period.

Irwin Professional Corporation and Irwin Lowy LLP, a corporation and limited liability partnership, respectively, entities controlled by Chris Irwin, a director, officer and significant shareholder of the Company, will acquire an aggregate of 5,353,900 common shares of the Company in connection with the debt settlement. Following completion of the debt settlement, Mr. Irwin will own or control an aggregate of 6,528,735 common shares, representing approximately 44.91% of the issued and outstanding common shares of the Company.

Mr. Irwin and his associates have acquired the common shares for investment purposes and they may, depending on market and other conditions, increase or decrease their beneficial ownership, control or direction over the common shares, or other securities of the Company, through market transactions, private agreements, treasury issuances, exercise of convertible securities or otherwise.

As a result of the participation of Mr. Irwin's associates in the debt settlement, this debt settlement is a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 due to the fact that the Company is in financial hardship. A material change report will be filed less than 21 days before the closing date of the debt settlement. This shorter period is reasonable and necessary in the circumstances to allow the Company to improve its financial position by reducing its accrued liabilities in order to make it a more attractive for potential merger and acquisition transactions.

Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.

Contact Information

  • Airesurf Networks Holdings Inc.
    Chris Irwin
    President
    (416) 361-2516