CALGARY, ALBERTA--(Marketwire - Jan. 10, 2013) -
NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
International Sovereign Energy Corp. ("ISEC") (TSX VENTURE:ISR.H) is pleased to announce that at the annual general and special meeting (the "ISEC Meeting") of ISEC shareholders held on December 27, 2012, all resolutions were passed. The key resolutions that were passed in connection with the previously announced proposed plan of arrangement (the "Arrangement") between ISEC and Wi2Wi Corporation ("Wi2Wi") were (i) the approval of the continuance (the "Continuance") of ISEC from Alberta to Canada and (ii) the approval of the Arrangement. Prior to receiving shareholder approval of the Arrangement, ISEC successfully effected the Continuance.
ISEC is also pleased to announce that ISEC obtained a final court order dated January 8, 2013, from the Ontario Superior Court of Justice with respect to the Arrangement. Closing of the Arrangement is expected to occur on or about January 10, 2013 and is subject to the satisfaction or waiver of the other conditions specified in the Arrangement Agreement and the final approval of the TSX Venture Exchange. Further details regarding the Arrangement are set out in the joint management information circular dated November 29, 2012 which is available at www.sedar.com.
Wi2Wi, a private growth stage technology company based in Silicon Valley, is a leader in embedded wireless connectivity solutions for premium machine to machine and major vertical markets worldwide. Wi2Wi's core offering is a set of WiFi, WiFi Bluetooth, and Global Position System solutions with complete hardware in a miniature subsystem form, systems software, and regulatory approvals (Federal Communications Commission, Conformité Européenne and Industry Canada). Wi2Wi's strategy is to offer plug-and-play wireless solutions enabling substantial savings on time-to-market, cost, system integration and certification for devices in premium machine to machine and major vertical markets.
ISEC is a company continued under the Canada Business Corporations Act and was formerly engaged in the acquisition, exploration and production of petroleum and natural gas reserves in Western Canada. During 2011 and early 2012, ISEC disposed of all of its material assets. As part of the disposition of its assets, ISEC entered into an asset purchase agreement with Legend Oil and Gas, Ltd. ("Legend Oil") dated September 13, 2011 (the "Legend Oil Asset Purchase Agreement") which provided for the sale to Legend Oil of the majority of the petroleum and natural gas leases, lands and facilities held by ISEC in consideration for cash and 24,902,763 shares of Legend Oil. The completion of the sale was announced on October 21, 2011.
All information contained in this news release with respect to ISEC and Wi2Wi was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The 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 within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
CAUTIONARY STATEMENTS RE FORWARD LOOKING INFORMATION
Statements in this press release contain forward-looking information within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "contemplates", "intends", "plan", "expect", "project", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. In particular, forward-looking information in this press release includes, without limitation, statements with respect to completion of the Arrangement and the receipt of ISEC or Wi2Wi of the requisite regulatory approval. Readers are cautioned that assumptions used in the preparation of forward-looking information may prove to be incorrect. Although ISEC and Wi2Wi each believes that the expectations reflected in the forward-looking information is reasonable, there can be no assurance that such expectations will prove to be correct. Neither ISEC nor Wi2Wi can guarantee future results, level of activity, or performance of achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.
Forward-looking information are subject to a variety of risks and uncertainties and other factors (many of which are beyond the control of ISEC and Wi2Wi) that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors could cause results to differ materially from those expressed in the forward-looking information include, but are not limited to, the risks that the parties will not proceed with the Arrangement and associated transactions, that the ultimate terms of the Arrangement and associated transactions will differ from those that currently are contemplated, and that the Arrangement and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). Industry related risks could include, but are not limited to: changes in ISEC's or Wi2Wi's business; general business, economic and competitive uncertainties; projections relating to growth in the industry and adoption of the technologies underlying Wi2Wi's products are not met; the need to obtain required approvals from regulatory authorities; stock market volatility; access to capital; and other factors. Readers are cautioned that this list of risk factors should not be construed as exhaustive.
The statements in this news release are made as of the date of this release. Forward-looking statements in respect of ISEC or Wi2Wi, as the case may be, are made based on the beliefs, estimates and opinions of the management of ISEC or Wi2Wi, respectively, on the date the statements are made, and neither ISEC nor Wi2Wi undertake any obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable law.
Common Shares: 16,096,084
Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.