AireSurf Networks Holdings Inc.

AireSurf Networks Holdings Inc.

February 03, 2011 12:57 ET

AireSurf to Purchase Security and Surveillance Assets

TORONTO, ONTARIO--(Marketwire - Feb. 3, 2011) - Airesurf Networks Holdings Inc. (the "Company") (CNSX:ANH) announces that it has entered into an asset purchase agreement dated February 1, 2011, with Avrev Canada Inc. ("Avrev"), to purchase Avrev's proprietary security and surveillance sensor applications. Pursuant to the terms of the asset purchase agreement, Airesurf will issue to Avrev 84,922,991 common shares of Airesurf (on a pre-consolidation basis), cash consideration of $150,000, and issue a promissory note in the principal amount of $100,000 bearing interest at 8% per annum maturing two years after the closing date (the "Closing Date"), provided Airesurf has an aggregate of $4 million of sales during the two year period following the Closing Date. Airesurf will also issue an aggregate of 5,000,000 common share purchase warrants (each a "Warrant") (on a post-consolidated basis) with 1,000,000 Warrants expiring each year on the anniversary of the Closing Date. The final tranche of Warrants will expire on the fifth anniversary of the Closing Date. The exercise price of the Warrants will range from $0.30 per share to $0.50 per share, with the exercise price of the first tranche of Warrants being $0.30 per share and the exercise price of each additional 1,000,000 Warrants increasing by $0.05 per share to a maximum of $0.50 per share.

Name Change and Consolidation

In connection with the purchase of the assets and upon shareholder approval Airesurf will be affecting a name change. Such name is yet to be determined. As previously approved by the shareholders of Airesurf at its annual and special meeting held on December 8, 2009 Airesurf will affect a consolidation of its common shares on a one new for ten old basis. 

Directors and Officers

In conjunction with the completion of the proposed transaction, three current directors and officers of Airesurf will resign and will be replaced by three nominees of Avrev. At this time, Avrev has identified David Mitchell to serve as the Chief Executive Officer, President and director of Airesurf and Kevin Pitt will remain as a director of Airesurf. The other two nominees have not been identified at this time. Brief biographies of David Mitchell and Kevin Pitt are set out below:

David Mitchell, CEO, President, and Director.

Mr Mitchell is a veteran of the financial industry having served in various industry capacities for over 24 years. He is a former VP and Director of Octagon Capital Corporation and a founding partner of Kingsmill Capital Partners, an exempt market dealer. Mr Mitchell was the President and CEO of two Capital Pool corporations Kingsmill Capital Ventures Inc and Kingsmill Capital Ventures II Inc that amalgamated to complete a qualifying transaction acquiring Innovative Composites International Inc (TSX VENTURE:IC). Mr Mitchell founded Stillbridge Ventures Inc a private company providing corporate advisory and senior management services to emerging and small business. Currently Mr Mitchell is President and CEO of Whiteknight Acquisitions Inc and VP Corporate Finance at First Capital Markets Inc an exempt market dealer. Mr Mitchell was a former board member of the Exempt Market Dealers Association and is currently a director of a private company supplying the trucking industry.

Kevin Pitt, Director

Mr. Pitt has been a senior trade advisor with the Ministry of Foreign Affairs-Royal Danish Trade Council since September 2007. Prior thereto Mr. Pitt was a Mobile Wireless Consultant with inCode Wireless Group from January 2006 to September 2007. Prior thereto Mr. Pitt was Corporate Sale Representative with Rogers Wireless Cellcom Wireless Inc. from March 2003 to August 2005. Prior thereto, Mr. Pitt was an Intellectual Technology Project Manager, System Administrator with McKinsey & Company from April 1999 to January 2003. Mr. Pitt received his Bachelor of Applied Arts – Management and Information Systems from Ryerson University.


Completion of the transaction is subject to a number of conditions including, but not limited to, acceptance and, if applicable pursuant to the requirements of the CNSX shareholder approval and completion of a $2,000,000 private placement. The private placement will consist of units of Airesurf to be issued at a price of no less than $0.25 per unit (on a post-consolidated basis). Each unit will be comprised of one share and one-half of a share purchase warrant with each warrant exercisable for a period of no longer than two years from the date of issuance at an exercise price of not less than $0.40 per share. There can be no assurance that the transaction will be completed as proposed or at all. The common shares of Airesurf will remain halted until all requirements of the CNSX have been satisfied.

The purchased assets are proprietary security and surveillance sensor applications for utilization at airports, marine ports, borders, oil and gas facilities, power utility facilities, railway structure and other major assets. The sensors offer perimeter and exterior infrastructure surveillance and alert systems availability. These sensors are designed to respond to specific operational situations and enhance existing security facilities and legacy systems. 

The assets purchased from Avrev are a unique combination of state-of-the-art digital megapixel sensor technology with large aperture optics which allows for short to long range capabilities. This combination leverages the high resolution of megapixel cameras with the high efficiency of large aperture optics to provide clear and detailed imagery at ranges that Airesurf believes are not possible with other security/surveillance systems. 

The purchased assets use leading edge components necessary to produce a complete high performance sensor system that can meet the needs of industrial, governmental, and paramilitary surveillance applications. By using this approach Airesurf anticipates that it will be able to provide performance that is superior to similar systems at a much lower cost. By using digital technology, Airesurf believes it will be able to integrate functions into the purchased system such as object recognition and image stabilization if the application demands it. In addition, the purchased sensors are Internet Protocol (IP) addressable which enables seamless networking of the data from many sensors to a central command & control center and as well as remote and/or even mobile locations simultaneously in real-time. The purchased assets also include a fully integrated, user-friendly, software interface that controls the entire system from a single screen and can also provide touch screen operation to further simplify system use.

Airesurf believes the purchased assets have a competitive advantage over a traditional thermal imager in that the purchased assets employ fast low F sensor with large apertures to gather light more efficiently. In addition, the cost of lenses for thermal imagers is also significantly higher than those used in connection with the purchased assets. Atmospheric obscurants such as rain or snow have much less effect on the high contrast, high quality image provided by the sensors comprising a part of the purchased assets and the performance of the purchased assets is not affected by diurnal thermal differences. Many thermal devices have degraded performance during the day due to the heating and cooling differentials, as well as solar background noise from the sun. 

The performance of the purchased assets is based on high end electro-sensors and this system generally produces a better, higher definition image, even in low light situations. Since the purchased sensors operate in the visible and near infrared, they see through windows, which would be opaque for mid and far infrared systems. These sensors are also currently passive thus making them stealth in nature unlike most competitors within this space.

Included in the purchased assets is a demonstration sensor unit which can provide performance that is superior to most other systems that Airesurf is aware of, especially at its price points. 

Avrev has designed an aviation data capturing system which will be used for capturing aircraft N-numbers during takeoffs and landings. Once installed, this sensor package would allow Airesurf to record these events and cross-reference them to privately owned aircraft that are registered with Transport Canada or the FAA. Airesurf could then generate a bill for runway usage to the registered owner of the aircraft, which it then collects and shares with the airport. Once installed at participating airports, the system would produce a continuing revenue stream for both Airesurf and the airport. 

This Press Release contains certain forward-looking statements and information relating, but not limited, to Airesurf's operations, anticipated financial performance, business prospects and strategies. Forward-looking information typically contains statements with words such as "anticipate", "believe", "plan" or similar words suggesting future outcomes.

The results or events predicted in these statements may differ materially from actual results or events. By its nature forward-looking information involves numerous assumptions, inherent risks and uncertainties, including but not limited to the following factors: changes in business strategies; general global economic and business conditions; the effects of competition and pricing pressures; various events which disrupt operations; and technological changes.

Airesurf undertakes no obligation to update publicly or otherwise revise forward-looking information, whether as a result of new information, further event or otherwise.

Shares Outstanding: 50,317,596

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

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