| Friday, October 26, 2007 |
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Digifonica International Inc. Announces Completion of Acqsition of Digifonica International Corp. Burnaby, B.C., October 26, 2007 —Digifonica International Inc. ("Digifonica") (TSXV: DIL) is pleased to announce the results of its previously announced offer to acquire the remaining issued and outstanding Class A common shares ("DIC Shares") and common share purchase warrants ("DIC Warrants") of Digifonica International Corp. ("DIC"). Subject to the final approval of the TSX Venture Exchange, Digifonica has successfully taken up and paid for an aggregate of 13,171,850 DIC Shares and 1,715,048 DIC Warrants by issuing one common share of Digifonica ("Digifonica Share") for each DIC Share and one common share purchase warrant of Digifonica ("Digifonica Warrant") for each DIC Warrant. The Digifonica Warrants were issued on substantially the same terms and conditions (including exercise price and term) attached to the applicable DIC Warrants tendered to the offer. Of the 13,171,850 Digifonica Shares issued in consideration for the DIC Shares, 7,340,500 Digifonica Shares have been deposited into escrow pursuant to the terms of an escrow agreement among Digifonica, Olympia Trust Company and the holders of such Digifonica Shares. After completing the acquisition of such DIC Shares and DIC Warrants, Digifonica now owns 96.9% of the outstanding DIC Warrants and 26,276,845 DIC Shares or approximately 99.5% of the issued and outstanding DIC Shares. Digifonica is also pleased to announce that, subject to the approval of the TSX Venture Exchange, it has appointed Mr. Peter Legault to the Board of Directors. Mr. Legault, President of Legault Investment Counsel, has over 30 years of investment industry experience specializing within the communications sector where he has been involved in a number of high profile developments in the Canadian Communications Industry. Mr. Legault was a Founder of First Choice Canadian Communications Corp., Canada’s first National pay television provider (later sold to Astral Communications). Mr. Legault was also a Founder of Canbras Communications, a cable television provider in Brazil (later sold to Bell Canada International) and was an integral part in the start up of GST Telecom a Canadian company competing in the CLEC business in the United States. Mr. Legault has a B.A. in Economics from Queen’s University and an MBA from University of Toronto (now the Rotman School of Business). Digifonica further announces that it has accepted the resignation of the Chief Executive Officer, Brent Connors. Digifonica has agreed, as part of his severance package, to grant Mr. Connors 200,000 options at an exercise price of CAD$2.25, all of which will vest immediately. Mr. Connors has a period of 90 days in which to exercise these options. Digifonica has appointed Gavin McMillan as Acting General Manager, fulfilling the roles and responsibilities of the CEO until such time as the board of directors fills the vacancy created by Mr. Connors' resignation. ABOUT DIGIFONICA Digifonica is a leading, global provider of advanced next generatiion Internet tellephony, IMS, SMS, Digifonica’s advanced white-label managed delivery framework supports a multi-currency, multitiered Gavin M. McMillan Acting General Manager Digifonica International Inc. Telephone: +1604 628 8929 Fax: +1(604) 4303591 Email:
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The TSX Venture Exchange Inc. has neither approved nor disapproved the contents of this press release. This news release contains forward-looking statements that involve risks and uncertainties. Such forward-looking statements or information are based on a number of assumptions that may prove to be incorrect. Although Digifonica believes that the expectations reflected in such forward-looking statements are reasonable, undue reliance should not be placed on such forward-looking statements because Digifonica cannot give assurance that such expectations will prove to be correct. Forwardlooking statements or information are based on current expectations, estimates and projections that involve a number of risks and uncertainties, which could cause actual results to differ materially from those anticipated by Digifonica and described in the forward-looking statements or information. The forward-looking statements or information contained in this news release are made as of the date hereof and Digifonica does not undertake any obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable laws. |
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