White Knight Proposal Made to Seair Inc. Prior to Directors' Bankruptcy Proposal Filing

April 17, 2017 2:56 PM EDT | Source: Corrine M. Fiesel Professional Corporation

Calgary, Alberta--(Newsfile Corp. - April 17, 2017) - Legal One Securities & Corporate Law, acting on behalf of a group of concerned shareholders ("Concerned Shareholders") of Seair Inc. (TSXV: SDS) ("Seair" or the "Corporation"), announces that the Concerned Shareholders have learned a proposal for capital injection and restructuring was made to Seair Inc. by Mr. Bertan Atalay of VenX Ltd. ("VenX") on April 10, 2017, one day prior to the directors announcing the Corporation's filing of a restructuring proposal under the Bankruptcy and Insolvency Act (Seair News Release, April 11, 2017).

Mr. Atalay presented a letter (the "VenX Proposal Letter") to the directors of Seair proposing that, subject to satisfaction of due diligence investigations, VenX and its partners would, within a formal structured proposal, inject sufficient funds into Seair to satisfy creditor claims and the Corporation's working capital needs. Among other items, VenX acknowledges within its Proposal Letter that: (a) Mr. Atalay and his partners are and have been aware of the Corporation's financial distress for the past year; (b) they believe Seair's diffusion technology is world class; (c) they have attempted to work with the Board of Seair for more than eight months with no success; and (d) certain Seair shareholders have stated they are prepared to fund the Corporation's immediate working capital needs in order to properly consider all options available to the Corporation.

VenX is a management services company owned by Mr. Atalay which specializes in energy and infrastructure business management, investment valuation, asset management, and execution of commercial transactions in Europe, the United States, Canada and Turkey. He is founder of Europe's first independent underground natural gas storage business. He has also helped to structure and place US$4.5 billion in project financing and to raise US$150 million in start-up, seed and working capital for energy companies similar to Seair. VenX's lead partner is a large Istanbul-based diversified global contractor with over US$5 billion in assets, and is potentially interested in working with Seair to monetize its technology within an engineered, bankable oil-water separator and/or mine dewatering system.

The VenX Proposal Letter presents a viable alternative to the proposed Creditor restructuring which the Concerned Shareholders contend is inherently unfair to the shareholders of Seair. The Creditor-led restructuring fails to recognize the present value and future income potential of Seair's intellectual property assets value that was set out in an application to the Alberta government to be approved as an "Eligible Business Corporation" under the tax credit program, made by the prior Board as recently as February of this year. The Concerned Shareholders intend to work with Mr. Atalay over the next few days to formulate a business plan that reflects the true value of the Corporation's assets and demonstrates the economic interest that the Seair shareholders retain.

STATUS OF SHAREHOLDER MEETING

The Concerned Shareholders sent a request for a shareholder meeting to the board of directors of Seair on March 31, 2017 (and as described in an April 3rd press release disseminated by the Concerned Shareholders). The purpose of the meeting is to depose three out of the four current directors and put two representatives from the Concerned Shareholder group in their stead (see April 3rd press release). Thus far the directors have taken no action to call a meeting and if they fail to do so, by April 22nd the Concerned Shareholders will be entitled to call such meeting. However, given the recent Seair Creditor filing, the Concerned Shareholders are currently assessing their options with counsel to determine the most effective ways to ensure the voice of shareholders is heard.

ADDITIONAL INFORMATION

The information contained in this press release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable securities laws.

The address for Seair currently listed on its website is P.O. Box 94099 Elbow River Postal Outlet, Calgary, Alberta, T2S 0S4. To obtain a copy of this press release or for further information about the matters set out herein you may contact Nino Plava (403) 999-9916 or nplava@telus.net or Legal One Securities & Corporate Law, counsel to the Concerned Shareholders, at 403-613-5573.

NOT FOR DISSEMINATION OR RELEASE IN THE UNITED STATES

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