WPCS Requests Support From Its Shareholders to Vote in Favor of Proposals at Special Meeting of Stockholders

WPCS Requests Support From Its Shareholders to Vote in Favor of Proposals at 
Special Meeting of Stockholders 
EXTON, PA -- (Marketwired) -- 05/15/14 --  WPCS International
Incorporated (NASDAQ: WPCS), which specializes in contracting
services for communications infrastructure and the development of a
Bitcoin trading platform, today is reminding shareholders of the
special meeting of the stockholders to be held on May 30, 2014. The
board of directors recommends that shareholders vote "FOR" all the
proposals at the special meeting. 
Sebastian Giordano, Interim Chief Executive Officer, commented, "Our
management team and the board of directors are asking our
shareholders for their support at our upcoming Special Meeting. We
want to continue to be direct and forthright with our shareholders
and explain why a vote 'FOR' the following proposals is in the best
interest for the future of our Company:  

--  Approving the sale of Australia will divest the Company of a non-core,
    unprofitable operation, while eliminating the remaining $1.2 severance
    payment obligation to the Company's former Chairman and CEO;
--  The proposal to increase the number of authorized shares will enable
    the Company to meet its existing obligations under outstanding
    convertible notes, convertible preferred stock, warrants and stock
    option agreements. If noteholders converted their remaining notes to
    common shares, the Company would have a significantly lower amount of
    debt; and
--  Other than for issuances under the proposed Equity Incentive Plan or
    existing convertible securities, increasing the number of authorized
    shares would provide the Company with flexibility for future strategic
    acquisitions or capital raising necessary for building and growing the
    BTX Trader business.

"We believe that given the progress that we have made in the last nine
months through our restructuring initiatives, by voting in favor of
these proposals, WPCS will be in a much better position to capitalize
on the next phases of its strategic plan. As previously announced,
the potential sales of the Seattle Operations and China Operations
could generate approximately $4 million in total cash, and coupled
with the possible conversion of notes and resulting debt retirement,
our balance sheet would be significantly improved. We believe this
improved financial condition will afford WPCS the opportunity to move
our remaining contracting and BTX Trader businesses forward, with a
capital structure in place to prudently raise growth capital, as
needed, and to pursue strategic acquisitions."  
Mr. Giordano concluded, "We value and require your ongoing support
and believe that we are completing a successful restructuring that
would best position the Company for long-term growth and building
shareholder value." 
Special Meeting of the Stockholders Details:
 Date: 10:00 a.m., local
Time: May 30, 2014 
Where: At the offices of Sichenzia Ross Friedman Ference LLP 
Broadway, 32nd Floor 
 New York, New York 10006 
How to Vote: To vote your shares, you may return your proxy card or
attend the Special Meeting and vote in person. Even if you plan to
attend the Special Meeting, the Company urges you to promptly submit
a proxy for your shares by completing, signing, dating and returning
the proxy card mailed to each shareholder. 
Special Meeting Proposals:
 1. To authorize the sale by the Company
of all the issued and outstanding capital stock of The Pride Group
(QLD) Pty Ltd, pursuant to the Securities Purchase Agreement by and
between WPCS Australia Pty Ltd and Turquino Equity LLC, dated
September 19, 2013, as more fully described in the proxy statement; 
2. To approve an amendment to the Certificate of Incorporation of the
Company to increase the Company's authorized shares of common stock
from 14,285,714 to 75,000,000; 
3. To approve the potential issuance of more than 20% of the
Company's issued and outstanding common stock at a price that is less
than the greater of book or market value in accordance with a
securities purchase agreement between the Company and the investors
named therein, dated December 17, 2013; 
4. To approve the WPCS International Incorporated 2014 Equity
Incentive Plan, which has 3,500,000 shares of the Company's common
stock reserved for issuance thereunder; and 
5. To transact such other business as may properly come before the
meeting and any postponements or adjournments thereof. 
About WPCS International Incorporated
 WPCS operates in two business
segments including: (1) providing communications infrastructure
contracting services to the public services, healthcare, energy and
corporate enterprise markets worldwide; and (2) developing a Bitcoin
trading platform. For more information, please visit www.wpcs.com and
Statements about the company's future expectations, including future
revenue and earnings and all other statements in this press release,
other than historical facts, are "forward looking" statements and are
made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements
involve risks and uncertainties and are subject to change at any
time. The company's actual results could differ materially from
expected results. In reflecting subsequent events or circumstances,
the company undertakes no obligation to update forward-looking
Alliance Advisors, LLC
Valter Pinto
PH: (914) 669-0222
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