International Sovereign Energy Corp. September 30, 2012 Results with Business Update

International Sovereign Energy Corp. September 30, 2012 Results with Business Update

This news release is not for dissemination in the United States or to U.S. persons.

Calgary, Alberta CANADA, November 29, 2012 /FSC/ - International Sovereign Energy Corp. (ISR.H - TSX Venture), ("ISR" or the "Company") announces its operating and financial results for the three and nine month period ended September 30, 2012. These filings are available for review at www.sedar.com


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BALANCE SHEET HIGHLIGHTS                   September 30,     December 31,
                                                    2012             2011
                                                      $                 $
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   Cash                                       3,720,369         3,091,739
   Accounts receivable                           30,000           431,337
   Investment held for sale                   1,910,597         3,767,253
   Assets held for sale                               -         1,378,927
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   Accounts payable and accrued liabilities     132,011           726,723
   Liabilities held for sale                          -         1,684,264
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SHAREHOLDERS' EQUITY                          5,660,966         6,394,544
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Highlights:
The Company completed the sale of all its interest in land and production, of its Marwayne property, on January 16, 2012.  

Strategic Direction

On March 9, 2012, the Company entered into a binding letter of intent with Wi2Wi Corporation ("Wi2Wi") pursuant to which ISR will acquire all of the issued and outstanding shares of Wi2Wi by issuing to the shareholders of Wi2Wi that number of ISR common shares representing 80% of the issued and outstanding ISR common shares after giving effect to the transaction (the "Proposed Transaction"). The Proposed Transaction will be done by way of a plan of arrangement pursuant to the Canada Business Corporations Act. The Proposed Transaction is considered a reverse takeover under the policies of the TSX-V and is subject to the approval of the Ontario Superior Court of Justice, the TSXV and shareholders of the Company and Wi2Wi.  

Wi2Wi and ISR entered into an arrangement agreement dated July 6, 2012 (as amended) providing for the terms and conditions of the Proposed Transaction. Such arrangement agreement was most recently amended as of November 16, 2012 to provide an update to certain deadlines, being that the ISR meeting be held on December 27, 2012 and the Arrangement close no later than January 15, 2013 (in either case subject to further extension by mutual agreement of ISR and Wi2Wi), as well as to provide for additional conditions of closing in favour of ISR in order to meet the requirements of the TSXV. Such additional conditions are that: (i) on or prior to closing of the Proposed Transaction, Wi2Wi shall have secured a line of credit for approximately $1,500,000 to $2,000,000 of which $500,000 will be available and used for working capital purposes, such line of credit to carry such terms and conditions as are acceptable to ISR, acting reasonably; (ii) Wi2Wi shall have obtained consent and direction from certain promissory note holders to convert US$500,000 of principal amount of debt into common shares of Wi2Wi at a price of $0.10 per common share of Wi2Wi prior to closing of the Proposed Transaction; and (iii) on or prior to closing of the Proposed Transaction, Wi2Wi shall have issued a promissory note to its legal counsel in the amount of $500,000 upon certain terms and conditions.  There can be no assurance that Proposed Transaction will be completed as proposed or at all.

On November 22, 2012, the Company and Wi2Wi announced that they had been granted conditional approval by the TSX-V for the Proposed Transaction and obtained an interim court  order (the "Interim Order") from the Superior Court of Justice (Ontario) (the "Court") with respect to the Proposed Transaction.  The Court ordered, among other things, that the Company and Wi2Wi hold a meeting of their respective shareholders to approve the Proposed Transaction. The annual general and special meeting of shareholders of the Company (the "ISR Meeting") is scheduled to take place on Thursday, December 27, 2012 at 10:00 a.m. in Toronto. At the ISR Meeting, shareholders of ISR will be asked to approve, among other things, the continuance of ISR from the Business Corporations Act (Alberta) (the "ABCA") to the Canada Business Corporations Act ("CBCA") and the Proposed Transaction.

The joint management information circular of ISR and Wi2Wi (the "Circular") and accompanying materials were mailed to each of ISR's shareholders on November 29, 2012 and will be made available under ISR's profile on SEDAR at www.sedar.com.

Should the necessary approval of the Arrangement and related matters be obtained by the requisite majority at each of the ISR meeting and Wi2Wi meeting, ISR and Wi2Wi will seek the sanction of the Court of the Arrangement in a final court hearing which is scheduled to be held on January 8, 2013. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

For further information, please contact:

Sharad Mistry  
Chief Executive Officer
Chief Financial Officer  
T: [416] 844-7955
F: [403] 264 ? 7035
E: smistry@isove.com

Reader Advisories

Forward-Looking Statements:  This news release contains certain forward-looking statements, including management's assessment of future plans and operations, and the timing thereof, that involve substantial known and unknown risks and uncertainties, certain of which are beyond the Company's control. Such risks and uncertainties include, without limitation, risks associated with oil and gas exploration, development, exploitation, production, marketing and transportation, loss of markets, volatility of commodity prices, currency fluctuations, imprecision of reserve estimates, environmental risks, competition from other producers, inability to retain drilling rigs and other services, delays resulting from or inability to obtain required regulatory approvals and ability to access sufficient capital from internal and external sources, the impact of general economic conditions in Canada, the United States and overseas, industry conditions, changes in laws and regulations (including the adoption of new environmental laws and regulations) and changes in how they are interpreted and enforced, increased competition, the lack of availability of qualified personnel or management, fluctuations in foreign exchange or interest rates, stock market volatility and market valuations of companies with respect to announced transactions and the final valuations thereof, and obtaining required approvals of regulatory authorities. The Company's actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits, including the amount of proceeds, that the Company will derive there from. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect the Company's operations and financial results are included in reports on file with Canadian securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com).  

This news release contains "forward-looking statements" within the meaning of applicable securities laws relating to, among other things, the Proposed Transaction. 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. Completion of the Proposed Transaction described herein is dependent on a number of factors and is subject to a number of risks and uncertainties, and it is not certain that the Proposed Transaction will be completed. Factors that could cause actual results to differ materially include, but are not limited to, changes in the Com0pany`s or Wi2Wi's business, general business, economic and competitive uncertainties and delay or failure to receive board, shareholder or regulatory approvals.

Forward-looking statements are made based on management's beliefs, estimates and opinions on the date the statements are made and the Corporation undertakes no obligation to update forward-looking statements and if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable law.  All subsequent forward-looking statements, whether written or oral, attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Furthermore, the forward-looking statements contained in this news release are made as at the date of this news release and the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release is not for dissemination in the United States or to U.S. persons.

To view this press release as a webpage, please click on the following link:
http://www.fscwire.com/pr/internationalsovereign11292012.htm

Common Shares: 16,096,084



Source: International Sovereign Energy Corp. (ISR.H - TSX-V) http://www.isove.com
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