Digifonica International Inc.

Digifonica International Inc.

January 28, 2008 18:56 ET

Digifonica Announces Re-pricing of Non-Brokered Private Placement

BURNABY, BRITISH COLUMBIA--(Marketwire - Jan. 28, 2008) -


Digifonica International Inc. (TSX VENTURE:DIL) ("Digifonica" or the "Company") announces that due to recent market conditions, and subject to approval of the TSX Venture Exchange, it will re-price its previously announced CDN$1.5m non-brokered private placement from CDN$2.00 per Unit to CDN$1.30 per Unit. Under the revised terms of the non-brokered private placement, the Company will issue up to 1,153,846 Units at a price of CDN$1.30 per Unit. Each Unit consists of one common share (a "Common Share") of the Company and one-half of one non-transferable common share purchase warrant (a "Warrant"), with each whole Warrant entitling the holder thereof to acquire one Common Share at a price of CDN$2.00 per Common Share for a period of 12 months from the date of issuance and thereafter at a price of CDN$2.80 per Common Share until the date that is 24 months from the date of issuance. The Company expects to close the first tranche of the private placement within the next five business days.

A finder's fee of up to 7% will be payable in the form of cash and/or Units in connection with the offering. Digifonica intends to utilize the net proceeds of the private placement to extend the Company's current network infrastructure to meet increasing subscribers growth and for general working capital purposes.


Digifonica is a global technology solutions provider of advanced next generation Internet telephony, IMS, SMS, Managed Content Delivery and Multimedia services and solutions that enable partners to connect consumers with every major fixed, VoIP, Mobile and Wireless carrier in the world. Digifonica's patented-pending VoIP framework and technologies ensure the highest possible quality of service (QoS) low cost international calling rates and ability to support short code dialling such as 411, E911, 999 and 112 emergency services.

This news release contains forward-looking statements that involve risks and uncertainties. Such forward-looking statements or information are based on a number of assumptions that may prove to be incorrect. Although Digifonica believes that the expectations reflected in such forward-looking statements are reasonable, undue reliance should not be placed on such forward-looking statements because Digifonica cannot give assurance that such expectations will prove to be correct. Forward-looking statements or information are based on current expectations, estimates and projections that involve a number of risks and uncertainties, which could cause actual results to differ materially from those anticipated by Digifonica and described in the forward-looking statements or information. The forward-looking statements or information contained in this news release are made as of the date hereof and Digifonica does not undertake any obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. The securities offered have not and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement.

The TSX Venture Exchange has not reviewed, and does not accept responsibility for, the adequacy or accuracy of this release.

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