Bellair Ventures Inc. Enters Into Letter of Intent With Respect to the Acquisition of Urban Mechanical Contracting Ltd.

Bellair Ventures Inc. ("Bellair") (TSX VENTURE:BVI) announces that it has
entered into a letter of intent (the "Letter of Intent") dated August 8, 2012
with The Edward J. Winter Family Trust (the "Vendor"), Urban Mechanical
Contracting Ltd. ("Urban Mechanical"), Edward J. Winter and Marco Winter.
Pursuant to the Letter of Intent, Bellair intends to acquire all of the issued
and outstanding shares of Urban Mechanical for a purchase price of $10,000,000
less any long term debt of Urban Mechanical outstanding at closing of the
transaction (the "Purchase Price"). In the Letter of Intent, the parties have
agreed to, among other things, a 90 day exclusivity period within which to
negotiate and conclude a definitive agreement.


"Bellair believes that this horizontal integration strategy meets the increasing
demand of the Industrial Commercial Institutional ("ICI") marketplace by
combining Clean Energy Developments Corp. ("CleanEnergy"), a national leader of
sustainable design build energy solutions, with Urban Mechanical, a company with
a 45 year history of complete mechanical installations. This combination will
allow the delivery of end-to-end sustainable solutions for asset owners,
managers and construction leaders" stated Emlyn J. David, CEO of Bellair. "In
addition, a number of synergies exist between CleanEnergy and Urban Mechanical
that will enable the delivery of more cost effective and risk mitigated
solutions to customers for inside and outside thermal energy and mechanical
services."


Proposed Payment of Purchase Price

The Letter of Intent contemplates that, at closing of the transaction agreed to
in the definitive agreement, Bellair would satisfy the Purchase Price by a
combination of a payment of $500,000 in cash, the assignment to the Vendor of a
$500,000 term loan to be provided by Bellair to Urban Mechanical upon signing of
the definitive agreement in respect of the transaction, and the issuance of up
to $9,000,000 worth of common shares of Bellair at an issue price of $0.55 per
share, representing a discount of approximately 15% off the closing price on
Tuesday, August 7, 2012 of $0.65 per share. The number of Bellair common shares
to be issued on closing will be reduced by the amount of any long term debt of
Urban Mechanical outstanding on closing. Further, up to $1,000,000 of the common
shares of Bellair to be issued in satisfaction of the Purchase Price will not be
issued at closing but will be issued on the date that is one year following the
closing of the transaction to ensure the Vendor's performance of certain
obligations under the definitive agreement, and shall be subject to adjustment
in certain events.


The terms of the $500,000 term loan to be advanced by Bellair to Urban
Mechanical remain subject to negotiation and are expected to be settled and
disclosed upon signing of the definitive agreement. The advance by Bellair of
such term loan will be subject to approval by the TSX Venture Exchange (the
"TSX-V").


Closing of the proposed transaction will be subject to, among other things, the
signing of a definitive agreement, the satisfactory completion of Bellair's
ongoing due diligence investigations, the appointment of Edward J. Winter as a
director of Bellair, Edward J. Winter entering into an employment agreement with
Urban Mechanical on terms acceptable to Bellair and Edward J. Winter pursuant to
which Edward J. Winter will agree to act as president and as a director of Urban
Mechanical following closing of the proposed transaction and the receipt of all
necessary consents and approvals, including the approval of the TSX-V.


About Bellair

Bellair, through its wholly-owned subsidiary, CleanEnergy, is a leading national
design builder and distributor of thermal energy systems and solutions.
CleanEnergy has executed over 2,100 geoexchange installations across Canada.
CleanEnergy's vision is to design build cost-effective and environmentally
friendly thermal energy systems for its users. CleanEnergy provides building
owners, managers and developers a risk-managed solution with the ability to
self-finance and/or provide a utility model for long-term thermal energy
contracts.


About Urban Mechanical

Urban Mechanical is a leading mid-tier mechanical contractor which, together
with predecessor businesses, has a history spanning more than 45 years in
low-rise residential, high-rise residential and ICI installations in Ontario,
Canada. With over 140 employees, Urban Mechanical has become an industry leader
in design, LEED certified buildings, job site safety and risk management.
Together these attributes have assisted Urban Mechanical with forging strong
client/customer relationships which has enabled Urban Mechanical to complete
over two billion dollars in mechanical installations.


Financial Information of Urban Mechanical

Based on a review engagement of the unaudited annual financial statements for
the period ended July 31, 2011, Urban Mechanical had net income of $986,564 on
revenue of $54,891,603. In addition, Urban Mechanical had assets of $17,674,183,
liabilities of $15,402,445 and shareholders' equity of $2,271,663.


As at April 30, 2012, Urban Mechanical had net profit of $760,487 on contracted
sales and work in progress of $49,933,560 along with assets of $21,938,477,
liabilities of $18,906,248 and shareholders' equity of $3,032,230, based on
unaudited, management prepared financial statements for the 9-month period then
ended.


Corporate History and Structure of Urban Mechanical

Urban Mechanical was incorporated under the Business Corporations Act (Ontario)
on June 28, 1993. Urban Mechanical's registered and head office is located at
254 Attwell Drive, Toronto, Ontario.


Urban Mechanical is wholly owned by The Edward J. Winter Family Trust, a trust
settled under the laws of Ontario, of which Edward J. Winter and his wife, Norma
Winter, are the only trustees. Edward J. Winter is the president, secretary and
sole director of Urban Mechanical and it is anticipated Edward J. Winter will
continue to act as a director and officer of Urban Mechanical following closing
of the proposed transaction.


Edward J. Winter has served as the president, secretary and sole director of
Urban Mechanical since 1993. With Urban Mechanical and predecessor businesses,
Edward J. Winter has over 45 years of mechanical contracting experience. He
presently serves as the President of the Metropolitan Plumbing and Heating
Contractors Association.


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 entering
into the definitive agreement contemplated by the Letter of Intent, the closing
of the transaction contemplated therein 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 TSXV 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 transaction proposed by the Letter of Intent is subject to a
number of conditions, including the entering into a definitive agreement,
Exchange acceptance and approval of the shareholders of Bellair. The transaction
cannot close until the required shareholder approval is obtained. There can be
no assurance that the transaction will be completed as proposed or at all.


Investors are cautioned that, except as disclosed in the management information
circular and filing statement to be prepared in connection with the proposed
transaction, 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 Bellair should be considered highly speculative.


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