International Sovereign Energy Corp. to Advance $300,000 Secured Bridge Loan to Wi2Wi Corporation to Support Operations
Calgary, Alberta CANADA, December 05, 2012 /FSC/ - International Sovereign Energy Corp. (ISR.H - TSX Venture), ("ISEC") announces that, in connection with its previously announced proposed plan of arrangement (the "Arrangement") between ISEC and Wi2Wi Corporation ("Wi2Wi"), ISEC has agreed in principle to provide Wi2Wi with a secured interest bearing loan in the amount of CAD$300,000 (the "Loan").
The Loan is proposed to be used by Wi2Wi primarily for the purchase of component materials and assembly charges for its products in order to meet its operational requirements between now and closing of the Arrangement.
The principal, together with any accrued and unpaid interest, outstanding under the Loan is to be payable on the earlier of demand by ISEC and January 30, 2013 (collectively, the "Maturity Date"). The Loan will bear simple interest at a rate of 12% per annum and be payable on the Maturity Date. The Loan is expected to be guaranteed by Wi2Wi, Inc., Wi2Wi's wholly owned U.S. operating subsidiary (which holds the majority of Wi2Wi's material assets), and secured by a charge over the assets of Wi2Wi, Inc. and a pledge of the common shares of Wi2Wi, Inc. held by Wi2Wi.
The definitive terms and conditions of the Loan are currently being finalized by ISEC and Wi2Wi and are subject to the approval of the TSX Venture Exchange. Subject to the foregoing, the Loan is expected to be advanced to Wi2Wi on or about December 7, 2012. Subject to receipt by ISEC and Wi2Wi of the necessary regulatory and shareholder approvals for the Arrangement and related matters, and subject to the satisfaction or waiver of other conditions to the completion of the Arrangement, the closing of the Arrangement is anticipated to occur on or about January 10, 2013.
About Wi2Wi
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, Conformite Europeenne 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.
About ISEC
ISEC was incorporated under the Business Corporations Act (Alberta) 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 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.
Completion of the Arrangement is subject to a number of conditions, including requisite shareholder approval of the shareholders of ISEC and Wi2Wi, the sanction of the Arrangement by the Ontario Superior Court of Justice in a final hearing, other regulatory approvals and other conditions contained in the arrangement agreement dated July 6, 2012 (as amended) between ISEC and Wi2Wi. There can be no assurance that the Arrangement will be completed as proposed or at all. Trading in the securities of ISEC should be considered highly speculative.
The TSXV has in no way passed upon the merits of the Arrangement and has neither approved nor disapproved the contents of this press release.
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.
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.
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 the proposed terms and conditions of the Loan, completion of the advance of the Loan and completion of the Arrangement. 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.
Further Information
For further information with respect to ISEC, please contact:
Sharad Mistry
Chief Executive Officer, Chief Financial Officer and Director
International Sovereign Energy Corp.
T: [416] 844 7955
E: smistry@isove.com
For further information with respect to Wi2Wi, please contact:
Reza Ahy
Chief Executive Officer and Director
Wi2Wi Corporation
T: [408] 416-4200
F: [408] 416-4201
E: reza@wi2wi.com
Common Shares: 16,096,084
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Source: International Sovereign Energy Corp. (ISR.H - TSX-V) http://www.isove.com
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