Phonetime Inc.
TSX : PHD

Phonetime Inc.

November 12, 2013 08:47 ET

Tellza Announces Completion of Acquisitions of AGK Consulting and Tel3 Communications

TORONTO, ONTARIO--(Marketwired - Nov. 12, 2013) - Tellza Communications Inc. (formerly, Phonetime Inc.) ("Tellza") (TSX:PHD) announced today that it completed the acquisition of the assets of both AGK Consulting and Tel3 Communications.

Tel3

Tel3 (www.tel3.com) is a US based retail telecommunications operator with annual turnover of $6 million. It was established in 1994, and at its peak the business had annual revenue over $20 million. For the last number of years, the owners have followed a milking strategy. Tellza plans to utilize Tel3's platforms and to invigorate the brand with marketing injections as it re-enters the lucrative retail telecommunications market after a three year absence.

Tellza issued 20 million common shares as consideration for the purchased assets. Tellza obtained an independent appraisal of the value of Tel3 and the purchase process was been led by the independent directors. As it constituted a related party transaction, the purchase required and obtained the approval of Tellza's disinterested shareholders.

AGK Consulting

AGK Consulting owned the technology and platform that Tellza operates to run its business on a day to day basis. Tellza's management and independent directors believe that it is essential that this software be owned by Tellza.

Tellza issued 20 million common shares as consideration for the purchased assets. Tellza obtained an independent appraisal of the value of Tel3 and the purchase process was led by the independent directors. As it constituted a related party transaction, the purchase required and obtained the approval of Tellza's disinterested shareholders.

"With ownership of both retail and wholesale platforms in-house which have been tested over billions of minutes of use, Tellza has now formed Tellza Technologies, which will pursue a service provider and licensing model for our technology," said Gary Clifford, Executive Chairman."

Election of Directors

The Company also announced today that, at its recent annual and special meeting held on October 24, 2013, its shareholders elected the five nominees listed in the management information circular dated September 23, 2013 to be the directors of the Corporation. Each nominee was an incumbent director and was re-elected by a majority of the votes cast. Each director will hold office until the next annual meeting of shareholders or until the election of his successor, unless the director resigns or the director's office becomes vacant. The report on voting provided by the scrutineers at the Meeting was as follows:

NAME FOR WITHHELD
Gary Clifford
Jonathan Martin
Salil Munjal
Vedat Kalkuz
Ali Guven Kivilcim
55,461,592
55,447,889
55,461,592
55,461,592
55,428,372
92,592
106,295
92,592
92,592
125,812

The Company's financial statements and other disclosures are available on SEDAR.

About Tellza

Tellza is a global communications company operating under several brands including Route Dynamix, Phonetime, Tel3, GoLifeTel, and Tellza Technologies. Tellza is a public company listed on the Toronto Stock Exchange (TEL).

Caution Regarding Forward Looking Information:

This press release contains forward-looking statements, which may be identified by words like "expects", "anticipates", "plans", "intends", "indicates" or similar expressions. These statements are not a guarantee of future performance and are inherently subject to risks and uncertainties. Phonetime's actual results could differ materially from those currently anticipated due to a number of factors set forth in reports and other documents filed by the Company with Canadian securities regulatory authorities from time to time. See www.sedar.com which contains all securities files.

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