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Wireless Matrix Announces Mailing of Management Proxy Circular
[February 08, 2013]

Wireless Matrix Announces Mailing of Management Proxy Circular

HERNDON, VA, Feb. 8, 2013, 2013 (Canada NewsWire via COMTEX) -- Wireless Matrix Corporation (TSX: WRX) ("Wireless Matrix" or the "Company"), the leading provider of software and communications to improve service fleet performance metrics, announced today that the management proxy circular (the "Proxy Circular") prepared in connection with its special meeting of shareholders to be held on February 28, 2013 has been mailed to shareholders of Wireless Matrix. The Proxy Circular is also available under the Company's profile at www.sedar.com.

At the meeting, shareholders will be asked to vote on a resolution approving the previously announced agreement to sell all the shares of Wireless Matrix USA Inc., a Delaware corporation and wholly-owned subsidiary of Wireless Matrix, to CalAmp Corp. for US$53.0 million in cash, subject to adjustments as agreed to between the parties (the "Sale Transaction"). Shareholders will also be asked to vote on a resolution to approve, subject to the closing of the Sale Transaction, the voluntary liquidation and dissolution of the Company and the distribution to shareholders of the cash assets of the Company remaining after the settlement of its obligations and liabilities, estimated to be in the range of US$0.58 to US$0.61 per share (the "Winding Up").

As described in the Proxy Circular, the Board of Wireless Matrix has carefully reviewed a variety of relevant matters, including the fairness opinion received from Canaccord Genuity on December 20, 2012, to the effect that, as of such date and based upon and subject to the limitations and qualifications therein, the consideration payable to the Company pursuant to the Sale Transaction is fair, from a financial point of view, to the Company, and unanimously recommends that shareholders vote in favour of the Sale Transaction and the Winding Up.


Shareholders of record as of January 14, 2013 are entitled to receive notice of and to vote at the meeting.

Additional information is set out in the Proxy Circular. Shareholders are advised to review this information carefully and to participate.

About Wireless Matrix Wireless Matrix Corporation (TSX: WRX) provides fleet solutions to improve delivery metrics. The Company's software and wireless data solutions provide intelligence for managing, measuring and monitoring service execution. Users consistently report greater on-time arrivals, increased productivity and lower total operating expenses. The Wireless Matrix solution suite includes FleetOutlook(®), a web-based platform providing fleet operators complete visibility of their operations and vehicle mounted cellular and satellite wireless data communication services. Wireless Matrix is headquartered in Herndon, Va. For more information visit www.wirelessmatrix.com.

Forward Looking Statements General information regarding the Company set forth in this document, including management's assessment of the Company's future plans and operations, of the closing of the Sale Transaction and of the proceeds to be available for shareholders upon the Winding Up, contains forward-looking statements that involve substantial known and unknown risks and uncertainties, some of which are beyond the Company's and management's control, including, but not limited to, the ability of the conditions to the conclusion of the Sale Transaction to be satisfied and the ability of the Company to subsequently proceed on a timely basis with the settlement of its obligations and liabilities. The Company's actual results, performance or achievement could differ materially from those expressed in or implied by these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated to occur or transpire from the forward-looking statements will provide any benefits to the Company. All data presented herein should be read in conjunction with the Company's regulatory filings with the appropriate Securities Commission and on SEDAR, which also disclose further risks and uncertainties pertaining to the operations of the Company. These filings, including the Company's Annual Information Form and the Proxy Circular, are located under the Company's profile at www.sedar.com.

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SOURCE: Wireless Matrix Corporation To view this news release in HTML formatting, please use the following URL: http://www.newswire.ca/en/releases/archive/February2013/08/c4353.html SOURCE: Wireless Matrix Corporation Investor Relations Rick Myers Wireless Matrix (703) 262-5168 rick.myers@wrx-us.com Craig Armitage The Equicom Group 416-815-0700 ext 278 carmitage@tmxequicom.com

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