Bellair Ventures Inc. Enters into Share Purchase Agreement with Respect to the Acquisition of Urban Mechanical Contracting Ltd.

Bellair Ventures Inc. ("Bellair") (TSX VENTURE:BVI) announces that it has
entered into a share purchase agreement (the "Agreement") dated September 6,
2012 with The Edward J. Winter Family Trust (the "Vendor"), Edward J. Winter and
Marco E. Winter. Pursuant to the Agreement, the Vendor agreed to sell and
Bellair agreed to purchase all of the issued and outstanding shares of Urban
Mechanical Contracting Ltd. ("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"). The entering into of the Agreement
terminated the letter of intent dated August 8, 2012 between Bellair, the
Vendor, Urban Mechanical, Edward J. Winter and Marco E. Winter. 


"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." 


"This transaction will only build on the business I have spent 45 years
building. Adding a Geo Thermal solution and services business will help us move
our business into the next generation to offer complete sustainable design build
solutions to the ICI marketplace," commented Mr. Edward J. Winter, President of
Urban Mechanical. "I look forward to working and growing this innovative
platform."


Payment of Purchase Price 

The Agreement requires the Purchase Price be paid at the closing of the
transaction by a payment of $500,000 in cash, the assignment to the Vendor by
Bellair of a $500,000 term loan to be advanced by Bellair to Urban Mechanical
upon the later of fifteen days after signing the Agreement and two days after
the TSX Venture Exchange (the "TSX-V") gives its approval for the advance, 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
$2,000,000 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 Agreement, and shall be subject to
adjustment in certain events.


Bellair Financing of Urban Mechanical 

The $500,000 term loan to be advanced by Bellair to Urban Mechanical will be
payable by Urban Mechanical on demand at any time after 6 months following the
date of the advance and it will be subject to interest charged at a rate of 10%
per annum. The amount advanced will be subject to a security interest granted
over all of the personal property of Urban Mechanical. The priority of such
security interest will be subject to certain prior ranking existing security
interests over Urban Mechanical's assets. The proceeds of the advance are
expected to be used as operating capital. The advance by Bellair of such term
loan will be subject to approval by the TSX-V.


Conditions of Closing 

Closing of the proposed transaction is subject to, among other things, 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 

CleanEnergy, a wholly owned subsidiary of Bellair Ventures Inc. (TSX
VENTURE:BVI), is the leading national design builder and dealer of thermal
energy systems. CleanEnergy has executed over 2,100 geoexchange heating and
cooling installations across Canada. CleanEnergy designs and installs cost
effective sustainable thermal energy systems for its users. CleanEnergy provides
building owners, managers and developers a risk-managed solution with the
ability to self-finance 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 a condition of closing the
transaction contemplated by the Agreement that Edward J. Winter continue to act
as a director and officer of Urban Mechanical following closing. 


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, the closing of the transaction contemplated
by the Agreement 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 transaction contemplated by the Agreement is subject to a
number of conditions, including TSX-V 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.