Ontario Superior Court of Justice Rules in Favour of Intrinsyc Software International

  Ontario Superior Court of Justice Rules in Favour of Intrinsyc Software
  International

  Court Denies Activist Shareholder’s Attempt to Accelerate Special Meeting

Business Wire

VANCOUVER, British Columbia -- January 31, 2013

Intrinsyc Software International, Inc. (TSX: ICS) (“Intrinsyc” or the
“Company”), today announced that the Ontario Superior Court of Justice (the
“Court”) has rejected an attempt by activist shareholder Daniel Marks and
Stonehouse Capital Management Inc. to force the Company to hold two
back-to-back shareholder meetings on an accelerated basis to attempt to
advance Daniel Marks’s predatory agenda.

The Court found that the board of Intrinsyc acted “quickly and expeditiously”
in determining a fair date for its upcoming annual and special meeting of
shareholders (the “Meeting”). In accordance with the decision of Madame
Justice Mesbur, the Meeting will continue to be held on May 14, 2013.

Thomas J. Bitove, independent director, shareholder and Chairman of
Intrinsyc’s Special Committee struck by the board in response to Daniel
Marks’s meeting requisition, stated: “Today’s result in court was a welcome
affirmation that the actions taken by this board and the Special Committee
were correct and in the best interests of all shareholders. Daniel Marks and
Stonehouse Capital have no regard for the costs associated with frivolous and
wasteful litigation in their attempt to usurp the process of shareholder
democracy. Daniel Marks only began accumulating shares in Intrinsyc in July of
2012 and we are suspicious of his motivation for forcing a proxy contest that
attempts to replace the entire board of directors, particularly at a time when
the Company has taken dramatic steps to conserve cash and redirect the Company
for the benefit of every shareholder.”

Tracy Rees, President and Chief Executive Officer, stated, "Since the fall of
2008, Intrinsyc’s board and management have been focused on cash conservation
to maintain shareholder value and we have delivered results. To this day,
Daniel Marks has not articulated to the board details of his plan for
increasing shareholder value. I am pleased with the decision that affirms that
Intrinsyc’s board acted in the best interest of shareholders in selecting the
date for the special shareholder meeting, allowing Intrinsyc to avoid
unnecessary cost and free management to focus on operations."

In the decision, Madame Justice Mesbur, stated:

“I am satisfied the board’s reasons in deciding to defer the special meeting
until the AGM are reasonable. The decision avoids redundant costs,
particularly in light of the company’s limited resources. The decision
addresses the issue of shareholder fatigue, and is the way to limit it. Mr.
Marks will suffer no prejudice if the meeting is delayed.”

“Most importantly, I conclude the board acted honestly, in good faith and with
a view of the best interests of the corporation. Its decision falls “within a
range of reasonableness”. I therefore defer to the board’s business judgement
in its choice of a special meeting date.”

“The special committee’s primary concern was to act in the best interests of
the shareholders. I conclude the board’s decision was reasonable in the
interests of all shareholders and the corporation. They acted with appropriate
prudence and diligence.”

About Intrinsyc Software International, Inc.

Intrinsyc is a product development company that brings to market next
generation intelligent connected devices, from smartphones and tablets, to
emerging categories of Machine-to-Machine (“M2M”) solutions. Intrinsyc is
helping to lead the way to a networked society with 50 billion intelligent
connected devices expected by 2020. Intrinsyc is publicly traded (TSX: ICS)
and is headquartered in Vancouver, Canada, with operations in Taiwan and the
United States.

Forward-Looking Statements

This press release contains statements which, to the extent that they are not
recitations of historical fact, may constitute forward-looking information
under applicable Canadian securities legislation that involve risks and
uncertainties. Such forward-looking statements or information may include
financial and other projections as well as statements regarding the Company's
future plans, objectives, performance, revenues, growth, profits, operating
expenses or the company's underlying assumptions. The words "may", "would",
"could", "will", "likely", "expect," "anticipate," "intend", "plan",
"forecast", "project", "estimate" and "believe" or other similar words and
phrases may identify forward-looking statements or information. Persons
reading this press release are cautioned that such statements or information
are only predictions, and that the Company's actual future results or
performance may be materially different. Factors that could cause actual
events or results to differ materially from those suggested by these
forward-looking statements include, but are not limited to: the need to
develop, integrate and deploy software solutions to meet the Company’s
customer's requirements; the possibility of development or deployment
difficulties or delays; the dependence on the Company’s customer's
satisfaction; the timing of entering into significant contracts; customers’
continued commitment to the deployment of the Company’s solutions; the
performance of the global economy and growth in software industry sales;
market acceptance of the Company’s products and services; the success of
certain business combinations engaged in by the Company or by its competitors;
possible disruptive effects of organizational or personnel changes;
technological change, new products and standards; risks related to
international expansion; concentration of sales; international operations and
sales; dependence upon key personnel and hiring; reliance on a limited number
of suppliers; industry growth; competition; intellectual property; product
defects and product liability; currency exchange rate risk; and other factors
described in the Company’s reports filed on SEDAR, including its Annual
Information Form and financial report for the year ended December 31, 2011.
This list is not exhaustive of the factors that may affect the Company’s
forward-looking information. These and other factors should be considered
carefully and readers should not place undue reliance on such forward-looking
information. All forward-looking statements made in this press release are
qualified by this cautionary statement and there can be no assurance that
actual results or developments anticipated by the Company will be realized.
The Company disclaims any intention or obligation to update or revise
forward-looking information, whether as a result of new information, future
events or otherwise, except as required by law.

Contact:

Intrinsyc Software International, Inc.
George Reznik, +1-604-678-3734
Chief Financial Officer
greznik@intrinsyc.com
or
Sard Verbinnen & Co
Dan Gagnier, 212-687-8080
 
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