Sophia Capital Corp.Announces Execution of Amalgamation Agreement with Axsun Inc.

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UNITED STATES


Sophia Capital Corp. ("Sophia" or the "Corporation") (TSX VENTURE:SCQ.P) is
pleased to announce that it has entered into a formal amalgamation agreement
(the "Amalgamation Agreement") with Axsun Inc. ("Axsun"), pursuant to which
Sophia will amalgamate (the "Business Combination") with Axsun under the Canada
Business Corporations Act to form a new company ("Amalco") on terms as
previously announced on September 29, 2011. The Business Combination, when
completed, will constitute the qualifying transaction of the Corporation
pursuant to Policy 2.4 of the TSX Venture Exchange Inc. (the "TSX Venture")
Corporate Finance Manual.


The Business Combination is subject to the approval of the TSX Venture and all
other necessary regulatory approvals. The completion of the Business Combination
is also subject to additional conditions precedent, including shareholder
approval of each of Sophia and Axsun and the completion of the private placement
by Axsun (the "Axsun Unit Private Placement") of a minimum of 4,500,000 and a
maximum of 7,500,000 Axsun units (the "Axsun Units") at a price of $1.00 per
Axsun Unit for gross proceeds of a minimum of $4,500,000 and a maximum of
$7,500,000 to be completed on or before the closing of the Amalgamation. Each
Axsun Unit will be comprised of one common share of Axsun ("Axsun Share") and
one half of one common share purchase warrant ("Warrant"). Each whole Warrant
will entitle the holder to acquire one Axsun Share at a price of $1.25 per Axsun
Share for a five years from their date of issuance.


About Axsun

Axsun is a leading transportation service provider, offering North American
intermodal, trucking, regionalized cartage, warehousing and global freight
forwarding services. Axsun's other services include short and long-term
warehousing, inventory control, warehouse management, fulfilment and container
de-stuffing and stuffing.


Axsun has three divisions:



1.  Axsun Logistics which ships door to door in North America, Alaska and
    Hawaii; 
    
    
2.  Axsun Transport & Distribution which handles primarily trucking,
    cartage, warehousing for finished goods, raw materials, food, paper,
    lumber, packaging and chemicals; and 
    
    
3.  Axsun Global which specializes in ocean and air freight forwarding to
    Asia, Europe and South America.



Axsun is headquartered in Saint-Hubert, Quebec, and has additional Canadian
operations in Oakville, Ontario. It also has agents in Toronto, Ontario;
Calgary, Alberta; Edmonton, Alberta; Mexico City, Mexico; and Queretaro, Mexico.



As indicated above, completion of the Business Combination is subject to a
number of conditions, including but not limited to, TSX Venture acceptance,
shareholder approval and the completion of the Axsun Unit Private Placement. The
Business Combination cannot close until the required shareholder approval is
obtained. There can be no assurance that the Axsun Unit Private Placement or the
Business Combination will be completed as proposed or at all.


Investors are cautioned that, except as disclosed in the information circular of
Sophia to be prepared in connection with the Business Combination, any
information released or received with respect to the Business Combination may
not be accurate or complete and should not be relied upon. Trading in the
securities of Sophia should be considered highly speculative.


The TSX Venture has in no way passed upon the merits of the Business Combination
and has neither approved nor disapproved the contents of this press release.
Neither TSX Venture nor its Regulation Services Provider (as that term is
defined in the policies of the TSX Venture) accepts responsibility for the
adequacy or accuracy of this release.


This press release contains forward-looking statements. More particularly, this
press release contains statements concerning: the receipt of TSX Venture and
shareholder approval of the Business Combination, the completion of the Axsun
Unit Private Placement and the completion of the Business Combination. The
forward-looking statements are based on certain key expectations and assumptions
made by Sophia and Axsun including the timing of receipt of required shareholder
and TSX Venture approvals and the satisfaction of other conditions to the
completion of the Business Combination, including the completion of the Axsun
Unit Private Placement.


Although Sophia and Axsun believe that the expectations and assumptions on which
the forward-looking statements are based are reasonable, undue reliance should
not be placed on the forward-looking statements because no assurance can be
provided that they will prove to be correct. Since forward-looking statements
address future events and conditions, by their very nature they involve inherent
risks and uncertainties. Actual results could differ materially from those
currently anticipated due to a number of factors and risks. These include, but
are not limited to, risks that required shareholder and TSX Venture approvals
are not obtained on terms satisfactory to the parties or at all, the risk that
the minimum Axsun Unit Private Placement will not be achieved, and risks that
other conditions to the completion of the Business Combination are not satisfied
on the timelines set forth in the Amalgamation Agreement or at all.


The forward-looking statements contained in this press release are made as of
the date hereof and neither Sophia nor Axsun 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 release does not constitute an offer for sale of securities in the United
States.