Digifonica International Inc. announces offer to acquire remaining shares and warrants of Digifonica International Corp.
Burnaby, B.C., July 23, 2007— Digifonica International Inc. ("Digifonica") (TSXV: DIL) announces today its 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"). On May 8, 2007, Digifonica completed its Qualifying Transaction pursuant to the policies of the TSX Venture Exchange ("TSXV") by, among other things, acquiring 50.02% of the issued and outstanding DIC Shares. Digifonica now proposes to acquire the remaining DIC Shares and DIC Warrants on the basis of 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. Subject to the approval of the TSXV, the Digifonica Warrants will be issued on substantially the same terms and conditions (including exercise price and term) attached to the applicable DIC Warrants tendered to the offer.

The board of directors of DIC has determined that the offer is fair to DIC shareholders and warrantholders and is in the best interests of DIC for the offer to be made, and accordingly the board of directors of DIC has unanimously recommended that DIC shareholders and warrantholders accept the offer and tender
their DIC Shares and DIC Warrants to the offer.

The offer will also be conditional upon the receipt of all necessary approvals, including the approval of the TSXV, and certain other cutomary conditions in  transactions of this nature. Full details of the offer are included in the formal offer circular and take-over bid documents that are being publicly filed and mailed to DIC shareholders and warrantholders today.

For further information, please contact:
Gavin M. McMillan

Shareholders and warrantholders of DIC are urged to read the formal offer circular and take-over bid documents that are being publicly filed and mailed to DIC shareholders and warrantholders as they contain  important information about the offer for DIC Shares and DIC Warrants. These documents will be available without charge under Digifonica's profile on the SEDAR website at www.sedar.com . Additional copies of the formal offer circular and related take-over bid documents will also be made available at the principal offices of Olympia Trust Company set forth above.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the offer and has neither approved nor disapproved the contents of this press release.

This news release contains forward-looking statements that involve risks and uncertainties. Such forwardlooking statements or information are based on a number of assumptions which may prove to be incorrect.Although Digifonica believes that the expectations reflected in such forward-looking statements or information are reasonable, undue reliance should not be placed on such forward-looking statements because Digifonica can not give assurance that such expectations will prove to be correct. Forward-looking 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 securities laws.

This announcement is neither an offer to purchase or exchange nor a solicitation of an offer to sell or exchange DIC Shares or DIC Warrants. The offer is made solely by the formal offer circular and take-over bid documents, and any amendments or supplements thereto, and is being made to holders of DIC Shares and DIC Warrants. The offer is not being made to, nor will DIC Shares and/or DIC Warrants be accepted from or on behalf of, holders of DIC Shares and/or DIC Warrants in any jurisdiction in which the making of the offer or the acceptance thereof would not be in compliance with applicable law.