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Seair Announces Proposed Offering and 2012 Debenture Amendments

CALGARY, ALBERTA -- (Marketwired) -- 04/08/14 -- Seair Inc. (TSX VENTURE:SDS) ("Seair" or the "Company") announces that it has engaged Integral Capital Markets, a division of Integral Wealth Securities Limited ("Integral") as its exclusive agent on a private placement offering of convertible debentures (the "Offering"). The Offering will be a minimum of $500,000 and up to a maximum of $1,000,000 million of secured, subordinate, convertible, redeemable debentures (the "2014 Debentures") having the following principal terms:


1.  Conversion at $0.30 per common share in the capital of the Company (the
    "Common Shares") at the holder's option, any time prior to maturity. 

2.  The Company can force the conversion of the 2014 Debentures into Common
    Shares at any time starting six months after closing if (a) the Common
    Shares trade above a volume weighted average of $0.38 per share for 20
    consecutive trading days and (b) the Company has previously reported a
    quarter with positive net income;

3.  Debentures rank pari passu with the Company's existing 8% secured,
    subordinate, convertible, redeemable debentures due December 31, 2015
    (the "2012 Debentures"); and

4.  Maturity is December 31, 2015.

5.  The Company will have a redemption option upon no less more than 60 days
    and less than 30 days notice, (the "Redemption Notice"). Holders will
    have the right to convert their 2014 Debentures prior to the expiry of
    the Redemption Notice. 

The 2014 Debentures will be governed pursuant to a trust indenture to be entered into on or prior to the closing of the Offering.

The Company expects to close the Offering in May 2014. As a condition precedent to the closing of the Offering, the Company must receive approval of the holders of the 2012 Debentures to amend the terms thereof as follows:


1.  to permit the security to be granted in respect of the 2014 Debentures
    to rank pari passu with the 2012 Debentures;

2.  to remove security restrictions on the assets comprising the Company's
    septic division to allow for their sale in addition to their rental and
    to provide for the division of any proceeds resulting from such sales;
    and

3.  to provide the Company with an option to pay interest payable on the
    2012 Debentures in Common Shares instead of cash.

There will not be any changes to the conversion price or the maturity date of the 2012 Debentures.

In connection with the amendment of the terms of the 2012 Debentures, the Company will call a meeting of the holders of the 2012 Debentures, such meeting currently anticipated to be held mid-May, 2014.

"We are happy to be working with Integral and I'm comfortable that we will be able to close this transaction, including the proposed modifications to the 2012 Debentures, before the end of May 2014" said Jim Laird, CFO. "We believe these changes to the 2012 Debentures, including the ability to sell under-utilized septic assets which don't fit our current strategy, will provide the Company with the required working capital to support the business as our strategic partnership revenue comes online before the end of 2014. We look forward to discussing more details with our shareholders at our AGM on May 20, 2014."

Please refer to the Company's SEDAR filings for further information on these proposals. The Offering and amendment to the 2012 Debentures are subject to all applicable approvals including, but not limited to, the approval of the TSX Venture Exchange.

ABOUT SEAIR

Seair Inc. develops proprietary technology and equipment that diffuses gases, such as oxygen, ozone and carbon dioxide, into liquids. Seair's patented technologies can produce micron size bubbles that are more efficient than other diffusion technologies because the diffused gases remain in solution for extended periods of time, leading to increased productivity and lower operating costs. The process facilitates gas-based treatment of complex and challenging industrial wastewater and allows Seair to provide full water reuse and closed loop systems.

Seair applications include oil sands SAGD water solutions, frac and produced water treatment, industrial ponds treatment, mine dewatering/treatment, end-to-end sewage treatment for permanent residential communities and remote work camps, golf course irrigation and pond treatment. Seair is also working on a project for industrial emissions treatment. Parties interested in obtaining further information or receiving news releases and corporate documents from Seair may email such requests to [email protected] or visit the Seair website at www.seair.ca.

Seair is proud to be recognized as one of the Top 5 Cleantech companies in the TMX 2012 Venture 50.

This news release of Seair contains statements that constitute "forward-looking statements." Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Seair's actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential" and similar expressions, or that events or conditions "will," "would," "may," "could" or "should" occur. Forward-looking statements in this document include statements regarding Seair's expectations regarding the regulatory approval of the issuance of common shares. There can be no assurance that such statements will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements, and readers are cautioned not to place undue reliance on these forward-looking statements. Any factor could cause actual results to differ materially from Seair's expectations. Seair undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

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