Shift Networks Inc.

Shift Networks Inc.

September 12, 2007 17:00 ET

Shift Networks Obtains Extension to CCAA Order, Establishes a Formal Bid Process for Sale of Company

CALGARY, ALBERTA--(Marketwire - Sept. 12, 2007) - Further to its press release of June 12, 2007, Shift Networks Inc. ("Shift") (TSX VENTURE:SHF) announces that on August 29, 2007 the Alberta Court of Queen's Bench ("the Court") extended Shift's creditor protection under the Companies Creditors Arrangements Act (Canada) ("CCAA") for an additional period expiring on October 1, 2007.

The Court also issued an "Order Approving Bid Process". The order provided that Pricewaterhouse Coopers Inc., the Court appointed monitor of Shift (the "Monitor"), and Shift seek bids from prospective purchasers to acquire Shift's assets and undertakings either by asset purchase and sale, plan of arrangement or other strategic transaction. Offers must be presented to the Monitor on or before 10:00 AM September 24th, 2007.

As previously announced, Shift obtained debtor-in-possession financing (the "DIP Loan") from a lender (the "DIP Lender") on the terms and subject to the conditions set out in a loan agreement. The DIP Loan provides Shift with working capital financing while it is subject to the CCAA proceedings and permits Shift to continue to provide service to its customers. The Court has authorized Shift, subject to the approval of the Monitor, to negotiate with the DIP Lender an increase in the principal amount of the DIP Loan from the previously authorized $1,650,000 to $2,150,000 exclusive of accrued interest, costs, charges, expenses, Facility Fee and Success Fee under the DIP facility and as contemplated by the DIP loan agreement.

The DIP Lender has provided a "stalking horse bid" whereby pursuant to an Asset Purchase Agreement with Shift (the "Stalking Horse Agreement"), it has agreed to purchase and Shift has agreed to sell all the assets and undertaking of Shift for the aggregate amount of the outstanding DIP Loan. The Stalking Horse Agreement will only be completed if a Superior Bid is not received by September 24, 2007 (and be open for acceptance and completion until October 15, 2007) for a price at least $50,000 in excess of the purchase price provided for in the Stalking Horse Agreement. Further, the Superior Bid must provide for the acquisition of the DIP Loan by the superior bidder by such date for a purchase price equal to the amount outstanding under the DIP Loan plus the amount of a break fee.

Effective Friday, June 8, 2007, trading in the shares of the company were suspended, given the uncertainty of the outcome of the bid process described above it remains uncertain whether trading of the shares will ever resume.

Under CCAA protection, Shift continues with its day-to-day operations, including the provisioning and delivery of voice over IP ("VoIP") business telephone services to small-to-medium business customers in Calgary, Edmonton, Vancouver, Victoria, Toronto and Ottawa.

Additional information relating to Shift is available on the website of the Monitor at


Certain information regarding Shift in this news release including management's assessment of future plans and operations and the timing thereof, may constitute forward-looking statements under applicable securities laws and may necessarily involve risks including, without limitation, credit risks of accounts receivable from its customers, currency risk as a result of its purchases, some of which are denominated in foreign currencies, competition from the potential for major cable and phone companies entering into the business, the ability to access sufficient capital from internal and external sources and the uncertainty involved in Court proceedings and the implementation of the Plan under the CCAA. As a consequence, Shift's actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any events anticipated by the forward-looking statements will transpire or occur, or, if any of them do so, what benefits Shift will derive therefrom. Readers are cautioned that the foregoing list of factors is not exhaustive. Furthermore, the forward-looking statements contained in this news release are made as of the date this news release and Shift does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

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

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