International Sovereign Energy Corp. Announces Proposed Reverse Takeover
Calgary, Alberta CANADA, March 12, 2012 /FSC/ - International Sovereign Energy Corp. (ISR.H - TSX Venture)("ISEC") announces that it has entered into a binding letter of intent with Wi2Wi Corporation ("Wi2Wi") pursuant to which ISEC will acquire all of the issued and outstanding shares of Wi2Wi by issuing to the shareholders of Wi2Wi that number of ISEC common shares representing 80% of the issued and outstanding ISEC common shares after giving effect to the transaction (the "Proposed Transaction").
The Proposed Transaction is expected to be effected by way of a Plan of Arrangement and will constitute a Reverse Takeover as defined in Policy 5.2 of the TSX Venture Exchange Inc. ("TSXV"). Completion of the Proposed Transaction is subject to obtaining all necessary shareholder, court and regulatory approvals and certain other terms and conditions, including but not limited to, TSXV approval, completion of satisfactory due diligence investigations and the entering into of definitive agreements. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the information circular to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of ISEC should be considered highly speculative.
The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.
A comprehensive press release with further particulars relating to the Proposed Transaction will follow in accordance with the policies of the TSXV. The particulars of any required sponsorship will also be announced in a subsequent press release once they are determined.
Trading in the ISEC shares has been halted pending the completion of certain due diligence investigations by the TSXV. There can be no assurance that trading in the ISEC shares will resume prior to the completion or termination of the Proposed Transaction.
All information contained in this press release with respect to ISEC and Wi2Wi was supplied by the parties, respectively, for inclusion herein.
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
About International Sovereign Energy Corp.:
International Sovereign Energy Corp. was a Western Canada based oil and gas exploration, development and production company with offices in Calgary, Alberta. In 2011 the Company disposed all of its properties.
About Wi2Wi Corporation:
Wi2Wi is a leading provider of advanced microsystems, miniaturized embedded wireless connectivity solutions (incorporating both hardware and software in miniature subsystem forms) for premium industrial/medical, smart-home/smart building and government markets worldwide.
Forward Looking Statements
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 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 ISEC's or Wi2Wi's business, general business, economic and competitive uncertainties and delay or failure to receive board, shareholder or regulatory approvals.
The statements in this news release are made as of the date of this release. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date the statements are made and ISEC undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable law.
To view this release as a web page, please click on the following link:
http://www.usetdas.com/pr/intlsov03122012.htm
Common Shares: 16,096,084
Source: International Sovereign Energy Corp. (ISR.H - TSX-V) http://www.isove.com
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