Bellair Ventures Inc. Announces Private Placement

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES

Bellair Ventures Inc. (TSX VENTURE:BVI) operating as SustainCo ("Bellair" or the
"Corporation") is pleased to announce that it intends to complete a brokered
private placement ("Private Placement") of secured term note units (the "Units")
for a total gross proceeds of up to a maximum of CAD $10,000,000. Each Unit
shall be comprised of: (i) a CAD $1,000 principal amount secured term note (each
a "Term Note"); and (ii) one hundred (100) common share purchase warrants (each
a "Warrant"), subject to TSX Venture Exchange approval. The Term Notes will bear
interest at a rate of 12% per annum and will have a maturity date that is five
(5) years following the closing of the Private Placement (the "Closing") with a
redemption feature exercisable by the Corporation after a period of 24 months.
Each Warrant shall entitle the holder to purchase one common share in the
capital of the Corporation (each a "Common Share") at an exercise price of $1.00
for a period of 24 months following the Closing. Proceeds of the Private
Placement shall be used for targeted acquisitions and general working capital
purposes. 


The Corporation has engaged Portfolio Strategies Securities Inc. (the "Agent")
as lead agent for the Private Placement. As compensation, the Corporation shall
pay to the Agent a cash commission equal to six per cent (6%) of the gross
proceeds of the Private Placement upon Closing. The Agent will also be issued
that number of broker warrants (each, a "Broker Warrant") that is equal to six
per cent (6%) of the total value of Units sold under the Private Placement. Each
Broker Warrant shall entitle the Agent to purchase one Common Share at an
exercise price of $1.00 per Common Share for a period of 24 months from date of
Closing, subject to adjustment in certain events.


Closing of the Private Placement is subject to the receipt of all necessary
regulatory approvals, including the approval of the TSX Venture Exchange (the
"TSX-V"). The securities issued in connection with the Private Placement will be
subject to a hold period expiring four months and one day from the date of
issuance. 


This press release shall not constitute an offer to sell or the solicitation of
an offer to buy the securities in any jurisdiction.


The securities being offered have not, nor will they be, registered under the
United States Securities Act of 1933, as amended, or any state securities laws
and may not be offered or sold within the United States or to, or for the
account or benefit of, U.S. persons absent U.S. registration or an applicable
exemption from the U.S. registration requirements. This press release does not
constitute an offer for sale of securities in the United States.


About SustainCo

SustainCo, the operating brand of Bellair, a publicly traded company (TSX
VENTURE:BVI), is a leading provider of sustainable infrastructure solutions and
services. SustainCo solutions and services offer long-term customer value and
environmental sustainability through a broad offering including alternative
energy solutions, energy efficiency, innovative facility technology solutions,
and facility maintenance services to customers in the multi-residential and ICI
"industrial commercial and institutional" sectors across Canada. SustainCo
focuses on both new build and retrofit markets.


Certain statements in this press release are forward-looking statements. The
reader is cautioned that assumptions used in the preparation of such
information, although considered reasonable by Bellair at the time of
preparation, may prove to be incorrect. Forward-looking statements, specifically
those concerning future performance, expectations with respect to the closing of
the Private Placement contemplated herein and other statements that are not
historical fact, are subject to certain risks and uncertainties, and actual
results may differ materially from Bellair's plans and expectations. These
plans, expectations, risks and uncertainties are detailed herein and from time
to time in the filings made by Bellair with the TSX-V and securities regulators.
Bellair does not assume any obligation to update or revise its forward-looking
statements, whether as a result of new information, future events or otherwise,
except as required by law.


Completion of the Private Placement is subject to a number of conditions,
including the identification and procurement of a sufficient number of
subscribers to fulfill the requirement of the Private Placement, and TSX-V
acceptance. There can be no assurance that the transaction will be completed as
proposed or at all. Investors are cautioned that, except as disclosed herein,
any information released or received with respect to the proposed transaction
may not be accurate or complete and should not be relied upon. Trading in the
securities of the Corporation should be considered highly speculative.


All forward-looking information contained in this news release is expressly
qualified in its entirety by this cautionary statement.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Bellair Ventures Inc.
Emlyn David
President, Chief Executive Officer, Secretary and Chairman
[phone]