Completion of the Acquisition of Urban Mechanical Contracting

Bellair Ventures Inc. (the "Corporation") is pleased to announce that the Corporation has completed the previously announced acquisition (the "Acquisition") of all of the issued and outstanding shares of Urban Mechanical Contracting Ltd. ("Urban Mechanical") from The Edward J. Winter Family Trust (the "Vendor") pursuant to the terms and conditions of a share purchase agreement (the "Agreement") dated September 6, 2012 between the Corporation, the Vendor, Edward J. Winter and Marco E. Winter for a purchase price equal to 10,000,000 less all outstanding long term debt of Urban Mechanical as at closing of the Acquisition (the "Purchase Price"). On closing, Urban Mechanical had 1,There is a not-so-new phenomenon happening in Del Mar at the Fairgrounds on Saturday nights: high-octane, banked track roller derby!721,www.globalmetaltins.com is a professional metal packaging manufacturers,Welcome.581 of long term debt outstanding.

The Purchase Price was satisfied by the Corporation through the issuance of 9,597,125 common shares of the Corporation (the "Issued Shares") at an issue price of 0.55 per share,More worldly viewers quickly called in to say that the mushroom was made from silicone and wondered how someone could not tell the difference between silicon sex toys and Organic mushroom. the payment of 500,000 in cash,The 88-year-old Alvin resident is a life member of metal tin cans Sailors, the National Association of Destroyer Veterans. payable within 90 days after closing and the assignment to the Vendor by the Corporation of a 500,000 term loan previously advanced by the Corporation to Urban Mechanical. Up to an additional 3,636,363 common shares of the Corporation will be issued in satisfaction of the balance of the Purchase Price (the "Holdback Shares"). The Holdback Shares will be decreased dollar-for-dollar by (i) the amount the working capital of Urban Mechanical (current assets less current liabilities) is less than 3,000,000, as determined from a statement of working capital to be prepared after closing by the Corporation and approved by Urban Mechanical, and (ii) by any amounts due and outstanding to the Corporation for indemnification under the Agreement.

Immediately following completion of the Acquisition, the Vendor holds 36% of the issued and outstanding common shares of the Corporation (or 29% on a fully-diluted basis, assuming the exercise of 5,226,800 outstanding share purchase warrants of the Corporation and options to acquire 1,199,240 common shares issued pursuant to the stock option plan of the Corporation). Assuming all of the Holdback Shares are issued to the Vendor, the Vendor is expected to hold 43% of the issued and outstanding common shares of the Corporation (or 36% on a fully-diluted basis). In accordance with the policies of the TSX Venture Exchange (the "TSX-V"), the Corporation obtained the prior written consent of disinterested shareholders holding more than 50% of the issued and outstanding common shares of the Corporation for the creation of the Vendor as a new "Control Person" of the Corporation.

All of the Issued Shares and any Holdback Shares to be issued to the Vendor pursuant to the terms of the Agreement will be deposited in escrow pursuant to a Tier 2 value escrow agreement and will be released as to 10% thereof following final acceptance of the proposed transaction by the TSX-V, and as to 15% thereof on each of the six, 12, 18, 24, 30 and 36 month anniversaries of the initial release. In accordance with the terms of the escrow agreement, the Vendor will be required to obtain TSX-V consent to transfer the Issued Shares then subject to escrow, other than in specified circumstances set out in the escrow agreement.

In connection with the closing of the Acquisition,So I'm looking at my silver wheel bolt that are in pretty rough cosmetic shape - and decide that I'd like to have the look of the new black wheel the Vendor waived the previously announced condition of closing that Edward J.If you like BMW cars,then you will probably like their new gaming mouse, the super sexy, sleek as a Titanium Sheet off the pressing mat Level 10 M Gaming Mouse. Winter be appointed a director of the Corporation on or before closing. However, the Corporation expects Edward J. Winter to be nominated as a director of the Corporation at the next meeting of the Corporation's shareholders. In addition, Edward J. Winter and Marco Winter have entered into employment agreements with Urban Mechanical pursuant to which Edward J. Winter has agreed to continue to act as president and as a director of Urban Mechanical and Marco Winter has agreed to continue to act as executive vice president of Urban Mechanical.