Airesurf Announces Amalgamation Agreement

TORONTO, ON / ACCESSWIRE / August 30, 2016 / Airesurf Networks Holdings Inc. (“Airesurf” or the “Corporation”) announces that Airesurf, IsoEnergy Ltd. (“IsoEnergy”) and 2532314 Ontario Ltd. (“IsoEnergy Subco”), a wholly-owned subsidiary of IsoEnergy, have entered into an amalgamation agreement (the “Amalgamation Agreement”) dated August 30, 2016, pursuant to which IsoEnergy will acquire all of the issued and outstanding common shares in the capital of Airesurf (the “Airesurf Common Shares”) by way of a “three-cornered” amalgamation involving Airesurf, IsoEnergy and IsoEnergy Subco (the “Proposed Transaction”).

Pursuant to the terms of the Proposed Transaction, IsoEnergy Subco and Airesurf will amalgamate (the “Amalgamation”) under the provisions of the Business Corporations Act (Ontario) to form a new corporation, which will become a wholly-owned subsidiary of IsoEnergy; each issued and outstanding Airesurf Common Share will be cancelled; and each Airesurf shareholder (other than a dissenting shareholder) will receive in exchange for such Airesurf shareholder’s Airesurf Common Shares so cancelled, 0.020833 common shares in the capital of IsoEnergy (the “IsoEnergy Common Shares”) for each Airesurf Common Share held immediately prior to the effective time of the Amalgamation. Completion of the Proposed Transaction is subject to the satisfaction or waiver of certain conditions, as set out in the Amalgamation Agreement, including the approval by the Airesurf shareholders of the Amalgamation as discussed below. A copy of the Amalgamation Agreement has been filed under Airesurf’s profile on www.sedar.com.

Upon completion of the Proposed Transaction, approximately 0.8% of the issued and outstanding IsoEnergy Common Shares will be held by former Airesurf Shareholders.

Airesurf Shareholders’ Meeting

In order to be effective, the Amalgamation requires approval by a majority of not less than two-thirds of the votes cast by Airesurf shareholders present in person or by proxy at a meeting of Airesurf shareholders. Airesurf has called a meeting (the “Airesurf Meeting”) of its shareholders to be held on September 29, 2016 at 10:00 a.m. for purposes of passing a resolution approving the Amalgamation. Airesurf has fixed the close of business on August 29, 2016 as the record date for the purposes of determining Airesurf shareholders entitled to receive notice of the Airesurf Meeting and to vote at the Airesurf Meeting.

About IsoEnergy

IsoEnergy is a mineral exploration company that was incorporated under the laws of the Province of British Columbia on February 2, 2016. The principal business activity of IsoEnergy is the acquisition and exploration of early stage mineral properties. Currently, IsoEnergy is focused on the exploration of its two principal uranium exploration properties, the “Radio Project” and the “Thorburn Lake Project”, in each case, located in the Athabasca Basin of Saskatchewan.

FOR MORE INFORMATION, PLEASE CONTACT:

Lisa McCormack, President
Airesurf Networks Holdings Inc.
T: (416) 361-2515

Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws.

Caution Regarding Forward Looking Statements:

Certain information included in this press release constitute “forward-looking statements”. Such forward-looking statements include, without limitation, statements regarding the Amalgamation, the business of IsoEnergy and the completion of the Proposed Transaction. Where the Corporation expresses or implies an expectation or belief as to future events or results, such expectation or belief are based on assumptions made in good faith and believed to have a reasonable basis. However, forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by such forward-looking statements. Such risks include, but are not limited to the risk that the conditions precedent to the Proposed Transaction will not be fulfilled, including obtaining the requisite shareholder approval. Accordingly, undue reliance should not be placed on forward- looking statements and the forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement. The forward-looking statements contained herein are made as at the date hereof and the Corporation does not undertake any obligation to update publicly or revise any such forward-looking statements or any forward-looking statements contained in any other documents whether as a result of new information, future events or otherwise, except as required under applicable securities law.

SOURCE: Airesurf Networks Holdings Inc.

ReleaseID: 444545