Sanwire Files Complaint Against Intercept Music and Trillium Partners LP Seeking Return and Cancellation of Over 2,000,000,000 Sanwire’s Common Shares Plus Court-Approved Monetary Compensation

Rhea-AI Summary

Sanwire Corporation (OTC: SNWR) has filed a complaint in Clark County, Nevada District Court against Intercept Music, Intercept Group, and Trillium Partners LP. The lawsuit stems from a 2020 acquisition agreement where Sanwire purchased Intercept Music's assets through stock issuance.

The complaint seeks the return and cancellation of over 2 billion common shares, including 1.36 billion shares from Intercept Music stakeholders and 642 million shares from Trillium. Sanwire alleges that Intercept Music raised approximately $2.5 million between 2020-2023 by selling Sanwire stock without sharing proceeds. Additionally, a $115,000 convertible note with Trillium led to significant share dilution, with Trillium converting $122,230.41 into shares while claiming another $135,513 remains outstanding.

The company is also seeking $250,000 in transaction reversal fees and reimbursement of various legal and administrative expenses.

Positive

• Potential return and cancellation of 2,003,714,303 common shares would improve share capital structure
• Legal action demonstrates management's commitment to protect shareholder interests
• Company remains active in evaluating new acquisition and partnership opportunities

Negative

• Significant share dilution with outstanding shares reaching 2,901,074,406
• Company faces substantial legal expenses and uncertainties from litigation
• Previous management decisions led to problematic convertible note arrangements
• Share price significantly impacted by Trillium's conversion activities

POINT ROBERTS, Wash., July 15, 2025 (GLOBE NEWSWIRE) -- Sanwire Corporation ("Sanwire" or the "Company") (OTC: SNWR), a diversified company with a focus on aggregating technologies within a number of industries, is pleased to announce that as a follow-up to its press release dated May 21, 2025, Sanwire has filed a complaint in Clark County, Nevada District Court (Case No. A-25-923008-C) (the “Complaint”) against Delaware-based Intercept Music, Inc. (“Intercept Music”), Nevada-based Intercept Music Group, Inc. (“Intercept Group”), and Delaware- based Trillium Partners, LP (“Trillium”). The court filing date was July 11, 2025.

Summary of historical events and the Complaint alleges the following:

• Sanwire and Intercept Music were parties to an acquisition agreement (“Acquisition Agreement”), dated March 5, 2020, wherein Sanwire purchased the assets of Intercept Music. The purchase price was the issuance of Sanwire’s common stock and Series C Preferred Stock to Intercept Music stakeholders.
• Between December 2020 and March 2023, Intercept Music raised approximately $2,500,000 by selling Sanwire’s common stock and issuance of convertible notes (“Funds Raised”). Proceeds from Funds Raised were directly wired/deposited to Intercept Music’s bank account. Sanwire never received any of the proceeds from those Funds Raised, but remains the named obligor on all convertible notes and issuance of Sanwire’s common stock.
• On October 7, 2021 Intercept Music and Trillium negotiated and finalized a $115,000 Convertible Promissory Note and an accompanying warrant for 23 million shares of Sanwire common stock (“Trillium Note”). Sanwire’s prior Board of Directors contemporaneously approved the Trillium Note transaction and instructed its transfer agent, New Horizon Transfer Inc., to maintain a share reserve for Trillium.
• Trillium wired funds of the Trillium Note directly to Intercept Music’s bank account. Sanwire never received any of the loan proceeds from the Trillium Note, but remains the named obligor on the Trillium Note.
• Between October 2023 and January 2024 Trillium converted $122,230.41 of the Trillium Note (“Converted Amount”) and received a total of 642,147,984 million Sanwire common shares in six (6) separate conversion transactions. The Converted Amount comprised of principal amount of $84,208.23, accrued interest of $8,601.37, and default interest of $29,420.81.

• These conversions caused substantial loss and damage to Sanwire, as it drove down the share price significantly lower. In addition, these conversions caused Sanwire’s issued and outstanding shares to increase, ballooning to nearly the maximum of Sanwire’s authorized share capital. Current issued and outstanding common shares are 2,901,074,406.
• Trillium subsequently requested from Sanwire’s current management and Board of Directors to further increase the authorized share capital to allow Trillium to convert even more debt and dilute shareholders. Sanwire refused to increase its authorized share capital.
• Trillium still claims at least $135,513 of the Trillium Note comprised of principal amount, accrued interest, and default interest is outstanding (“Unconverted Balance”). Trillium should pursue Intercept Music to repay the Unconverted Balance.
  

The Complaint asks for relief to the following:

• As a direct and proximate cause of Intercept Music’s breach of the Acquisition Agreement, Sanwire is seeking to unwind the Intercept Music Acquisition Agreement and
  
  1. the return and cancellation of 1,361,566,319 of Sanwire’s common stock issued and held by Intercept Music insiders, investors, service providers, consultants and partners; and
     
  2. the return and cancellation of 8,853,000 of Sanwire’s Series C Preferred stock issued and held by Intercept Music insiders; and
  3. a payment to Sanwire of Two Hundred and Fifty Thousand Dollars ($250,000.00) in fees to reverse acquisition transaction; and
  4. reimburse Sanwire for Trillium Note Converted Amount of $122,230.41 plus a reasonable interest fee; and
  5. reimburse Sanwire for all expenses it has incurred including but not limited to responding to Trillium default judgement, attorneys’ fees, accounting fees, Trillium Note Converted Amount, transfer agent fees. The total expenses will be determined at trial and approved by the court; and
  6. assumption of all investor’s convertible and promissory notes that Sanwire remains as the obligor including Trillium Note Unconverted Amount of at least $135,513.
• As a direct and proximate result of Trillium’s conduct, Sanwire is seeking
  1. the return of 642,147,984 of Sanwire’s common stock that Trillium obtained improperly; and
  2. reimburse Sanwire for all expenses it has incurred responding to Trillium default judgement including but not limited to attorneys’ fees, accounting fees, transfer agent fees. The total expense amount will be determined at trial and approved by the court.
     

Ron Hughes, President and CEO of Sanwire stated, "It is incumbent upon the Board to aggressively litigate these reparations to the benefit of Sanwire shareholders. The Board remains open to resolving these issues without having to go to trial, nonetheless will stay resolute to prevailing in these matters. The return and cancellation of a total of 2,003,714,303 common shares would significantly enhance Sanwire’s share capital structure to enrich new acquisitions/partnerships and/or attract future investors. Sanwire continues to evaluate prospective business acquisitions and partnership opportunities, as we look forward to putting the Intercept and Trillium chapter well behind us.”

About Sanwire Corporation
Sanwire Corporation is a diversified company with a focus on aggregating technologies within several industries. For more information, visit sanwirecorp.com.

For press and corporate inquiries, please contact:
Ronald E. Hughes
CEO, Sanwire Corporation ron.hughes.management@gmail.com

Safe Harbor Statement
This release contains forward-looking statements. All statements regarding our expected future financial positions, results of operations, cash flows, financing plans, business strategy, products and services, competitive positions, growth opportunities, plans and objectives of management for future operations, listing on the OTC Markets, including words such as "anticipate," "if," "believe," "plan," "estimate," "expect," "intend," "may," "could," "should," "will," and other similar expressions are forward- looking statements and involve risks, uncertainties, and contingencies, many of which are beyond our control, which may cause actual results, performance, or achievements to differ materially from anticipated results, performance, or achievements. We are under no obligation to (and expressly disclaim any such obligation to) update or alter our forward-looking statements, whether as a result of new information, future events or otherwise.

FAQ

What is Sanwire (SNWR) seeking in its lawsuit against Intercept Music and Trillium?

Sanwire is seeking the return and cancellation of over 2 billion common shares, $250,000 in transaction reversal fees, and reimbursement of expenses related to the Trillium note conversion of $122,230.41 plus interest.

How many Sanwire (SNWR) shares were issued to Trillium through conversions?

Trillium received 642,147,984 Sanwire common shares through six separate conversion transactions between October 2023 and January 2024.

What is the current outstanding share count for Sanwire (SNWR)?

Sanwire currently has 2,901,074,406 shares issued and outstanding, approaching the maximum of its authorized share capital.

How much money did Intercept Music raise using Sanwire's stock between 2020-2023?

Intercept Music raised approximately $2.5 million through selling Sanwire's common stock and issuing convertible notes, with proceeds going directly to Intercept Music's bank account.

What was the original acquisition agreement between Sanwire and Intercept Music?

The acquisition agreement from March 5, 2020, involved Sanwire purchasing Intercept Music's assets in exchange for issuing Sanwire common stock and Series C Preferred Stock to Intercept Music stakeholders.