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Redline Comms Inc. (REDL)

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Wednesday 26 September, 2007

Redline Comms Inc.

TSX and AIM Offering

Redline Communications Inc.
26 September 2007


For Immediate Release                                          26 September 2007


                   NOT FOR DISTRIBUTION IN THE UNITED STATES


                          Redline Communications, Inc.

                          ('Redline' or the 'Company')


  Redline announces directors' approval of proposed capital reorganization in
           connection with a Toronto Stock Exchange and AIM offering


TORONTO, Ontario - September 26, 2007 - Redline's (AIM: REDL) board of directors
announced today that they have approved a proposed capital reorganization of the
Company's common stock (the 'Reorganization'). Subject to stockholder approval,
upon completion of the Reorganization and the Offering (as defined below),
Redline will become a partially-owned subsidiary of Redline Communications Group
Inc. ('RCG'), a newly formed holding company incorporated under the laws of
Canada, which will be admitted to trading on the AIM market of the London Stock
Exchange plc ('AIM') and which intends to list on the Toronto Stock Exchange
('TSX'). As a result, the existing Redline stockholders will become (unless they
elect otherwise) stockholders in RCG.


RCG filed a preliminary prospectus today with the securities regulatory
authorities in each of the provinces and territories of Canada (other than the
province of Quebec) in order to qualify the proposed initial public offering of
its common shares (the 'Offering') in anticipation of the listing of the same
on the TSX. The Offering will include both a treasury offering by RCG and a
secondary offering by certain selling shareholders. The underwriting syndicate
for the Offering is being co-led by CIBC World Markets Inc. and Canaccord
Capital Corporation.


Upon closing of the Reorganization and completion of the Offering, the admission
of Redline's common stock to trading on AIM will be cancelled. Simultaneous with
such cancellation, the closing of the Offering and the listing of RCG's common
stock on the TSX, the common shares of RCG will be admitted to trading on AIM.


Subject to stockholder approval, the Reorganization will be accomplished by a
merger (the 'Merger') of a wholly owned acquisition vehicle with and into
Redline pursuant to the Delaware General Corporation Law. Following stockholder
approval and subject to the TSX listing and AIM admission, holders of the common
stock of Redline who do not elect otherwise will receive shares of a class of
common stock that will be automatically redeemed by Redline for common shares of
RCG in connection with the TSX listing and AIM admission. Alternatively, holders
of the common stock of Redline may make an election to receive shares of a class
of stock which are redeemable at the option of the holder by Redline at any time
after the TSX listing and AIM admission for common shares of RCG. Details of the
Reorganization will be sent to stockholders with the proxy circular convening
the special meeting of stockholders to consider the approval of the Merger.


For further details:

Redline Communications                  
Tom Hearne, Chief Financial Officer     
Carolyn Anderson, Communications Director        
[email protected]     
Tel: + 1 905 479 8344

Buchanan Communications
Jeremy Garcia / James Strong / Bobby Morse
[email protected]
Tel: +44 (0)20 7466 5000 
                                    
Canaccord Adams
Chris Bowman
Tel: +44 (0)20 7050 6500


This press release does not constitute an offer to sell or a solicitation of an
offer to sell common shares of Redline in the United States. These securities
have not been and will not be registered under the United States Securities Act
of 1933, as amended (the ''U.S. Securities Act'') or any state securities laws
and may not be offered or sold in the United States except in compliance with
the registration requirements of the U.S. Securities Act and applicable state
securities laws or pursuant to an exemption therefrom.



About Redline Communications, Inc.

Redline is the leading provider of standards-based wireless broadband solutions.
Redline's RedMAXTM WiMAX Forum CertifiedTM systems, RedMAX 4CTM Mobile WiMAX
products and award-winning RedCONNEXTM family of broadband wireless
infrastructure products enable service providers and other network operators to
cost-effectively deliver high-bandwidth services including voice, video and data
communications. Redline is committed to maintaining its wireless industry
leadership with the continued development of WiMAX and other advanced wireless
broadband products. With more than 50,000 installations in 80 countries, and a
global network of over 100 partners, Redline's experience and expertise helps
service providers, enterprises and government organizations roll out the
services and applications that drive their business forward. For more
information, visit www.redlinecommunications.com.


Forward-Looking Statements

Any forward-looking statements in this press release are based on current
expectations that are subject to significant risks and uncertainties that are
difficult to predict. Actual results may differ materially from projections
suggested in any forward-looking statements due to a number of risks including
those associated with the business of Redline, the proposed offering and
regulatory matters. Redline assumes no obligation to update the forward-looking
statements, or to update the reasons why actual results could differ from those
reflected in the forward-looking statements. Readers are cautioned not to place
undue reliance on forward-looking statements. Additional information identifying
risks and uncertainties are contained in RCG's preliminary prospectus filed with
the Canadian securities regulatory authorities, available at www.sedar.com.


NOTE: All registered and unregistered trademarks mentioned in this release are
the property of their respective owners.




                      This information is provided by RNS
            The company news service from the London Stock Exchange
                                                    

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