International Sovereign Energy Corp.

TSX VENTURE : ISR.H


International Sovereign Energy Corp.

January 28, 2013 07:57 ET

International Sovereign Energy Corp. and Wi2Wi Corporation Complete Plan of Arrangement

TORONTO, ONTARIO--(Marketwire - Jan. 28, 2013) - International Sovereign Energy Corp. (TSX VENTURE:ISR.H) ("ISEC") and Wi2Wi Corporation (TSX VENTURE:YTY) ("Wi2Wi") are pleased to announce the successful completion of the previously announced plan of arrangement under the Canada Business Corporations Act (the "Arrangement") pursuant to which Wi2Wi has completed the reverse takeover of ISEC. The Arrangement resulted in the amalgamation of ISEC and Wi2Wi to form a new public issuer under the name "Wi2Wi Corporation" (the "Resulting Issuer" or the "Company") that will carry on Wi2Wi's current business and operations of providing embedded wireless connectivity solutions for premium machine to machine and major vertical markets worldwide.

The Arrangement was approved by shareholders of Wi2Wi on December 21, 2012 and by shareholders of ISEC on December 27, 2012. The Ontario Superior Court of Justice (Commercial List) granted a final order approving the Arrangement on January 8, 2013. The Arrangement remains subject to the receipt of the final regulatory approval from the TSX Venture Exchange (the "TSXV").

ISEC waived the previously announced condition of closing that Wi2Wi obtain a secured line of credit for C$1,500,000 to $2,000,000 on or before closing. Instead, two directors of the Company have agreed to provide secured interest bearing loans to the Company in an aggregate amount of C$500,000 by way of promissory notes.

Pursuant to the Arrangement, previous holders of common shares of Wi2Wi ("Wi2Wi Shares") are entitled to receive 0.219176 common shares of the Resulting Issuer ("Common Shares") for each one Wi2Wi Share held, and previous holders of common shares of ISEC ("ISEC Shares") are entitled to receive one Common Share and one preferred share of the Resulting Issuer (a "Preferred Share") for each one ISEC Share held.

Letters of transmittal have been forwarded to previous registered holders of Wi2Wi Shares and ISEC Shares to be utilized in order to exchange their Wi2Wi Shares and ISEC Shares, respectively, for Common Shares and Preferred Shares (as applicable). Valiant Trust Company is the depositary and transfer agent for the Common Shares and Preferred Shares.

After giving effect to the Arrangement, the Company has approximately 80,480,380 Common Shares issued and outstanding, 20% of which are held by previous holders of ISEC Shares and 80% of which are held by previous holders of Wi2Wi Shares. Also outstanding are the following securities of the Company: (i) 1,583,545 common share purchase warrants carrying the right to acquire an aggregate of 1,583,545 Common Shares; (ii) 876,704 broker warrants carrying the right to acquire 876,704 Common Shares at a price of $0.57 until January 25, 2016; and (iii) 12,031,698 stock options for the purchase of up to 12,031,698 Common Shares. On a fully diluted basis, there is an aggregate of 94,972,343 Common Shares outstanding.

In accordance with the policies of the TSXV, certain securities of the Company that are issued to "Principals" (as defined in TSXV Policy 1.1) are considered either Surplus Securities or Value Securities (as such terms are defined in TSXV Policy 5.4) and are being held in escrow by Valiant Trust Company. An aggregate of 15,364,989 Common Shares and 7,934,171 stock options are currently in escrow, to be released pursuant to the Tier 2 Surplus Security Escrow timed release. An aggregate of 642,000 Common Shares are currently in escrow, to be released pursuant to the Tier 1 Value Security Escrow timed release and an aggregate of 718,486 Common Shares are currently in escrow, to be released pursuant to the Tier 2 Value Security Escrow Agreement.

The Common Shares have been conditionally approved for listing on the TSXV as a Tier 2 issuer and will commence trading under the symbol "YTY" following the issuance by the TSXV of a final bulletin concerning completion of the Arrangement. Trading of the Common Shares is expected to commence during the week of January 28, 2013. Trading in the ISEC Shares will be halted pending formal de-listing of such shares from the NEX Board of the TSXV.

Effective as of the completion of the Arrangement, the Company's board of directors is comprised of Reza Ahy, Hans P. Black, Harry J. F. Bloomfield, Michael Chertoff, John Lokker, Sharad Mistry, General Peter Pace, David Oksenberg, Michael R. Sonnenreich, Norman Steinberg, David Tahmassebi, John W. Weaver and James Wyant. The senior management team of the Company consists of Reza Ahy as Chief Executive Officer, Marty McFarland as Chief Financial Officer and Secretary, Tony Fardanesh as Chief Technology Officer and Zach Mathews as Chief Operating Officer.

The board of directors and management team of the Company thank the resigning directors of ISE for their service and dedication to ISE and its shareholders.

For further information on the Arrangement and the Company, please refer to the joint management information circular of ISEC and Wi2Wi dated November 29, 2012 available under the Company's profile on SEDAR at www.sedar.com.

This news release may contain "forward-looking statements" within the meaning of applicable securities laws relating to, among other things, the Arrangement and the proceedings and transactions related thereto, management and directors of the Resulting Issuer, the business, operations and results of the Resulting Issuer, and estimates and projections regarding the industry and adoption of technologies. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements. Factors that could cause actual results to differ materially include, but are not limited to, changes in the Company's business and general business, economic and competitive uncertainties. Likewise, the operations and results of the Resulting Issuer will be negatively impacted if the projections in this news release relating to growth in the industry and adoption of the technologies underlying the Resulting Issuer's products are not met.

The statements in this news release are made as of the date of this release. Forward-looking statements in respect of the Company, as the case may be, are made based on the beliefs, estimates and opinions of the management of the Company, respectively, on the date the statements are made, and the Company does not 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.

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.

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