Seair Announces Proposed Offering and 2012 Debenture Amendments

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 info@seair.ca 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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Seair Inc.
Jim Laird
CFO
780-477-7188
jim@Seair.ca
www.seair.ca
Seair Inc. (TSXV:SDS)
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