AireSurf Networks Holdings Inc.

AireSurf Networks Holdings Inc.

December 08, 2011 10:19 ET

AireSurf Networks Holdings Inc.: Corporate Update

TORONTO, ONTARIO--(Marketwire - Dec. 8, 2011) - AireSurf Networks Holdings Inc. (CNSX:ANH) (the "Company") announces that Messrs. David Mitchell and Gregory Brent have resigned as a directors and officers of Company. The current board of directors consists of Messrs. Chris Irwin and Kevin Pitt. The Company is currently trying to identify additional directors to allow its board composition to meet the requirements of applicable corporate and securities laws.

In addition, the trustee in bankruptcy has filed the applicable documents with the Bankruptcy Registrar to allow the Company to receive a discharge from bankruptcy. The Company filed a proposal under Section 50 of the Bankruptcy and Insolvency Act (Canada) in September 2010. In connection with the proposal the trustee has recently distributed 8,130,193 common shares ("Shares") in the capital of Company to various creditors under the terms of the proposal.

In connection with the distribution of Shares relating to the proposal Irwin Professional Corporation acquired an additional 2,410,054 Shares. Chris Irwin is the principal of Irwin Professional Corporation and Mr. Irwin, together is his associates, own an aggregate of 7,606,272 Shares representing approximately 13% of the issued and outstanding Shares. Mr. Irwin also owns, either directly or through associates, 1,032,660 warrants to purchase Shares. If Mr. Irwin, and his associates were to exercise all of their respective convertible securities they would have, on a partially diluted basis, ownership over 8,638,932 Shares, representing approximately 14.7% of the then outstanding Shares. The securities were acquired for investment purposes and each of the Mr. Irwin and his associates may increase or decrease their respective ownership position in the future.

Mr. Irwin is an insider of the Company and the Company is relying on exemptions from the formal valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 as the proposal is a transaction subject to court approval under the Bankruptcy and Insolvency Act (Canada) and due to the fact that the Shares are listed on the CNSX. A material change report in connection with the proposal will be filed less than 21 days before distribution of the Shares in connection with the proposal due to the fact that the bankruptcy process is dictated by the trustee and outside the control of the Company.

The Company continues to work with Avrev Canada Inc. ("Avrev") to raise the requisite funds to advance the purchase by the Company of proprietary security and sensor applications from Avrev, as approved by the shareholders of the Company at its annual and special meeting held on June 9, 2011.

This news release may contain certain "forward-looking information" within the meaning of the applicable securities laws. All statements, other than statements of historical fact, included in this release, including, without limitation, statements regarding future plans and objectives of the Company, 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.

Shares Outstanding: 58,447,789

The CNSX has not reviewed and does not accept responsibility for the adequacy of this release.

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