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File: Tranzeo - News Release - Cease Trade Order and Private Placement Amendment - 14 May 2013.DOC


 

NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR FOR  DISSEMINATION IN THE UNITED STATES

Tranzeo Announces Suspension of Trading and Amendment of Private Placement Terms

PITT MEADOWS, BRITISH COLUMBIA - May 14, 2013 - Tranzeo Wireless Technologies Inc. (the "Company" or "Tranzeo") (TSX-V
--->:TZT) today announced that the TSX Venture Exchange (the "TSXV" or "Exchange") has suspended trading in the Company's 
--->securities as a result of a cease trade order issued by the British Columbia Securities Commission on May 08, 2013 for
---> failure of the Company to file its audited annual financial statements, management's discussion and analysis and CEO 
--->and CFO certificates (collectively, the "2012 Annual Filings") for the year ended December 31, 2012 by the deadline re
--->quired under National Instrument 51-102 Continuous Disclosure Obligations.  The Company's failure to file the 2012 Ann
--->ual Filings is the result of a current lack of funds to remunerate the Company's auditor.

Tranzeo further announced an amendment to the proposed non-brokered private placement originally announced on April 23
--->, 2013 (the "Private Placement") to reflect current market conditions.  The Private Placement will now comprise of an 
--->offering of up to 12,500,000 units (each, a "Unit") at a subscription price of C$0.02 per Unit (the "Offering") for gr
--->oss aggregate proceeds of up to $250,000, conducted pursuant to the Exchange Bulletin dated April 12, 2013, Private Pl
--->acements - Extension and Modification of Temporary Relief from Certain Pricing Requirements. Each Unit will consist of
---> one common share in the capital of the Company (each, a "Share") and one common share purchase warrant (each, a "Warr
--->ant"). Each whole Warrant will entitle the holder to purchase one additional Share (each, a "Warrant Share") for a per
--->iod of five years from date of closing of the Private Placement at an exercise price of $0.05 for the first 12 months 
--->and $0.10 thereafter.

The securities issued will be subject to a four month hold period following the closing of the Private Placement.  Clo
--->sing of the Private Placement is subject to receipt of applicable regulatory approvals including approval of the Excha
--->nge.  Use of the proceeds will be for general working capital purposes and will be detailed in the news release confir
--->ming closing of the Private Placement. In addition, the Company will apply for partial revocation orders (the "Partial
---> Revocation Orders") from the applicable securities commissions that will enable it to complete the Private Placement,
---> and the closing of the Private Placement is subject to the Partial Revocation Orders being granted.

This news release does not constitute an offer to sell or solicitation of an offer to buy any of the Company's securit
--->ies in the United States. The securities have not been and will not be registered under the United States Securities A
--->ct of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within 
--->the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities l
--->aws or an exemption from such registration is available.

About Tranzeo Wireless Technologies Inc.

Tranzeo Wireless Technologies Inc. (TSX-V:TZT) leads the wireless broadband industry as a premier manufacturer of high
--->-performance wireless network equipment that allows communities and businesses to communicate without boundaries. Tran
--->zeo's full spectrum of point-to-point and point-to-multipoint radios, WiMAX equipment, and mesh network solutions are 
--->designed for wireless internet service providers, governments, campuses, military, carriers, enterprise customers, and
---> systems integrators around the globe. Tranzeo is headquartered in Pitt Meadows, British Columbia. Visit http://www.tr
--->anzeo.com or phone 1.866.872.6936 for more information.


For more information, please contact

Tranzeo Wireless Technologies Inc.
Jim Tocher
Director, Tranzeo
(604) 460-6002
jtocher@tranzeo.com
www.tranzeo.com
 Forward Looking Information

Certain disclosure in this release, including statements regarding the completion of the  private placement, constitut
--->e forward-looking statements. In making the forward-looking statements in this release, the Company has applied certai
--->n factors and assumptions that are based on the Company's current beliefs as well as assumptions made by and informati
--->on currently available to the Company, including that the Company is able to obtain any government or other regulatory
---> approvals required to complete the private placement and that the Company is able to complete the private placement. 
--->Although the Company considers these assumptions to be reasonable based on information currently available to it, they
---> may prove to be incorrect, and the forward-looking statements in this release are subject to numerous risks, uncertai
--->nties and other factors that may cause future results to differ materially from those expressed or implied in such for
--->ward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. The Company 
--->does not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking statemen
--->ts whether as a result of new information, future events or otherwise, except as required by law.

Neither Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accept
--->s responsibility for the adequacy or accuracy of this release.