Placing and Board Changes

Canisp PLC
15 June 2006

15 June 2006

                                   Canisp plc

                                Proposed Placing
                    Notice of Extraordinary General Meeting
                               and Board Changes


Canisp plc announces that it has conditionally placed 60,000,000 ordinary shares
of one penny each at par ('Placing Shares') to raise £600,000 before expenses ('
Placing'). The Placing is conditional upon the Company in extraordinary general
meeting ('EGM') granting the directors authority to allot and issue the Placing
Shares otherwise than pro-rata to existing shareholders.

Background

In the chairman's statement accompanying the Company's interim results which
were announced on 20 December 2005, we said that we would continue to work hard
to grow our customer base but that we were also investigating alternative
approaches to recover shareholder value. We are continuing this twin strategy.
To date we have spoken to a number of parties interested in acquiring all or
part of our business. It has been the board's view that such persons have
significantly underestimated the value of the Company's assets such that none of
these approaches have been worthy of detailed consideration. In the meantime we
continue to work to grow the Company's existing customer base and to assist in
this the directors have decided to proceed with the Placing.

The Placing

The Company has received firm commitments from placees, including from director
Mike Hirschfield, to subscribe for all of the Placing Shares. Such commitments
are conditional only upon shareholders approving the special resolution to be
proposed at the EGM by no later than 30 July 2006.

The net proceeds of the Placing are estimated to be £585,000, a proportion of
which will be used to repay, in part, existing borrowing from Bank of Scotland.

Capitalisation of debt

Contemporaneously with completion of the Placing and subject to the passing of
the special resolution at the EGM, the Company will capitalise £257,500 of the
debt owed to Corvus Capital Inc (Corvus) by the allotment and issue of
25,750,000 ordinary shares at par (Capitalisation).  Following the Placing and
Capitalisation Corvus will hold 27.87 per cent of the entire issued share
capital of the Company.

In addition to the Capitalisation, the Company has agreed with Corvus that
Corvus may capitalise the balance of its debt amounting to £527,500, in whole or
part, at any time in the 24 months following the date of the EGM at a price per
share of whichever is the lower of 1 1/2p and the average closing bid
price for an ordinary share of the Company on the AIM market for the three
trading days preceding Corvus' demand to capitalise debt, subject always to the
capitalisation price per share being no lower than par value (Corvus
Capitalisation Agreement).  The Corvus Capitalisation Agreement is conditional
upon approval of the special resolution to be proposed at the EGM.

Rule 9 of the City Code on Takeovers and Mergers normally requires any person or
group of persons acting in concert that acquire shares which, taken together
with shares already held, carry 30 per cent. or more of the voting rights of a
Company to offer to acquire the balance of the equity share capital in cash at
the highest price paid by that person or any person acting in concert with him
in the previous 12 months.  Corvus has told your board that currently its
intention is not to increase its shareholding in the Company beyond its current
level (in which case Corvus would only exercise its rights under the Corvus
Capitalisation Agreement if it had sold all or some of its shares in the Company
or if its holding had been diluted by the issue of further shares in the
Company).

Your directors believe that the Corvus Capitalisation Agreement is in the best
interests of the Company and its shareholders as a whole because it incentivises
Corvus to capitalise its debt rather than calling for the repayment of its debt.

Related party

Corvus is a related party of the Company under the AIM rules because it is a
substantial shareholder in the Company and because Ian Tickler sits on the
boards of both companies. In addition, I used to be a director of Corvus.

The directors have consulted with the Company's nominated adviser, Canaccord
Adams Limited, and consider that the terms of the Placing, and Corvus
Capitalisation Agreement are fair and reasonable insofar as the Company's
shareholders are concerned.

Board changes

Subject to completion of the Placing and the passing of resolutions 1, 2 and 3
at the EGM, Mark Shrosbree will join the board as the Company's managing
director, Tim Moss will join as part time finance director and Sam Glover will
join the board as a non-executive director. At the same time I will resign from
the board, Mike Hirschfield will take over as executive chairman and John
Maundrell's role will change from executive to non-executive.

Mark Shrosbree, age 47, has over 20 years' experience in the UK telecoms market.
From 1986 to 1992 he was sales director for a telecom dealership in both
hardware and network services.  From 1993 to 1998 he worked for Alcatel and was
promoted to national sales manager. In 1999 he helped establish, as sales
director, a national switch-less reseller business which was sold in 2005. He is
currently sales director of The Airtime Group Limited, a wholly owned subsidiary
of the Company.

Timothy Moss, age 43,qualified as a chartered accountant with Pannell Kerr
Forster in 1990.He has held senior financial positions with a number of
companies in the utilities, communications and telecoms sectors, and is
currently a director of The Airtime Group Limited and CVS Management Limited. He
is based in Geneva, Switzerland.  Tim holds options over 125,000 ordinary shares
in the capital of the Company exercisable at a price of 31p per ordinary share.

Sam Glover, aged 32, has over ten years of IT development experience.  This
ranges from the development of equity and derivative market analysis and
charting tools to the project management of the IT relocation for Lloyds of
London underwriters on behalf of Facilities Solutions Limited. Sam has also
acted as a consultant on the technical infrastructure and computerisation for
Xchanging and Ins-Sure pre and post merger.  Sam is currently a director of XL
Services Limited.

There are no other disclosures to be made regarding Mark, Tim or Sam under rule
17 or paragraph (g) of schedule 2 of the AIM Rules.

Action to be taken

A circular being posted to shareholders today includes a notice of the EGM to be
held at 10:30 a.m. on Monday 10 July 2006 at 25 North Row, London W1K 6DJ.  The
meeting is being convened to consider and, if thought fit, approve the
appointments of Mark Shrosbree, Tim Moss and Sam Glover as directors and a
special resolution authorising the directors to issue and allot the Placing
Shares and shares arising from the Capitalisation and the Corvus Capitalisation
Agreement.

Recommendation

Your directors believe that the Placing and Corvus' continued financial support
are critical to the Company's ability to continue trading. Accordingly, the
directors recommend shareholders to vote in favour of the resolutions to be
proposed at the EGM as they will be doing so in respect of their own
shareholdings amounting in aggregate to 5.94 per cent of the Company's entire
issued share capital.

John Leat
Chairman
15 June 2006

Notice of EGM

Notice is given that an extraordinary general meeting of the members of Canisp
PLC (Company) will be held at 25 North Row, London W1K 6DJ on Monday 10 July
2006 at 10:30a.m. to consider and, if thought fit, pass the following:

Ordinary resolutions

1. Conditional upon the passing of resolution 4 below, to appoint Mark Shrosbree
as a director of the Company.

2. Conditional upon the passing of resolution 4 below, to appoint Tim Moss as a
director of the Company.

3. Conditional upon the passing of resolution 4 below, to appoint Sam Glover as
a director of the Company.

Special resolution

4. That pursuant to section 95(1) CA 1985, the directors are authorised to allot
equity securities, as defined in section 94(2) CA 1985, under the authority
conferred by resolution 4 passed at the Company's annual general meeting held on
2 November 2005, as if section 89(1) CA 1985 did not apply to the allotment, for
the period commencing on the date of this resolution and expiring at the
conclusion of the next annual general meeting of the Company except that the
directors may allot relevant securities following an offer or agreement made
before the expiry of the authority and provided that the authority is limited
to:

4.1 the allotment of equity securities at par in connection with a placing of
ordinary shares in the Company up to an aggregate nominal amount of £600,000
(six hundred thousand pounds);

4.2 the allotment of equity securities at par in connection with the
capitalisation of £257,500 (two hundred and fifty seven thousand five hundred
pounds) owed to Corvus Capital Inc;

4.3 the allotment of equity securities, in the 24 months following the date of
the meeting, to capitalise up to £527,500 owed to Corvus Capital Inc at a price
per share of whichever is the lower of 1 1/2p and the closing bid price
for an ordinary share of the company on the AIM market for the three trading
days preceding Corvus Capital Inc's demand to capitalise its debt, subject
always to the capitalisation price per share being no lower than par value; and

4.4 the allotment of equity securities, otherwise than in accordance with
paragraphs 4.1, 4.2 and 4.3 up to an aggregate nominal amount of £100,000 (one
hundred thousand pounds).

By order of the board
Kitwell Consultants Limited
Secretary Registered office: Kitwell House, The Warren, Radlett, Hertfordshire
WD7 7DU

ends

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