VendTek Systems Inc. (TSX VENTURE:VSI) ("VendTek" or the "Company")
is pleased to announce that further to its press release of
September 12, 2011 announcing its intention to pursue a
non-brokered private placement, for proceeds of up to $3,000,000
(the "Private Placement"), of units of the Company (the "Units"),
the Company has entered into a subscription agreement with
Privinvest Offshore SAL (Holding) ("Privinvest Offshore") for the
purchase of 3,333,333 Units at the price of $0.60 per Unit for the
aggregate purchase price of $2,000,000. Given current market
conditions, the Company does not plan to raise the remaining
$1,000,000 of the Private Placement. The amounts raised from
Privinvest Offshore's participation in the Private Placement will
provide the Company with its current requirements for the Company's
expansion plans for its Brazilian operations and to advance its
technology platform for mobile financial transactions.
Each Unit will consist of one common share in the capital of the
Company (a "Common Share") and one-half Common Share purchase
warrant (a "Warrant"). Each full Warrant will be exercisable to
acquire one additional Common Share for three years from the
closing of the Private Placement at a price of $0.75 per Common
Share.
Privinvest Offshore currently holds 12,012,500 Common Shares
(representing approximately 24.4% of the Company's issued and
outstanding Common Shares), as well as 585,000 Common Share
purchase warrants (representing approximately 24.7% of the
Company's issued and outstanding warrants), and a $750,000
principal amount convertible debenture of the Company. Assuming
completion of Privinvest Offshore's $2,000,000 investment,
immediately following closing, Privinvest Offshore will hold
15,345,833 Common Shares (representing approximately 29.2% of the
Company's issued and outstanding Common Shares). In addition,
Privinvest Offshore will also hold 2,251,666 Common Share purchase
warrants (representing approximately 55.7% of the Company's issued
and outstanding warrants). In addition, Privinvest Offshore will
continue to hold a $750,000 principal amount convertible debenture
of the Company.
The net proceeds from the sale of the Units will be used for
general working capital purposes, to continue the Company's
expansion plans for its Brazilian operations, and to advance its
technology platform for mobile financial transactions.
The purchase of the Units by Privinvest Offshore will constitute
a "related party transaction" as defined in Multilateral Instrument
61-101 - Protection of Minority Security Holders in Special
Transactions ("MI 61-101"). The Company is relying on (i) the
exemption contained in section 5.5(a) of MI 61-101 from the formal
valuation requirement, and (ii) the exemption contained in section
5.7(a) of MI 61-101 from the minority shareholder approval
requirement. These exemptions are being relied upon on the grounds
that the fair market value of the transaction does not exceed 25%
of the Company's market capitalization.
In early September, 2011, the board of directors of the Company
considered and unanimously approved matters relating to the Private
Placement, including Privinvest Offshore's participation in the
Private Placement.
Closing of Privinvest Offshore's $2,000,000 investment is
planned to occur on or about October 7, 2011. Accordingly, the
material change report that will be filed in connection with the
Private Placement will be filed less than 21 days before the
closing of the Private Placement.
About VendTek
VendTek develops and licenses automated transaction system
software and supporting technologies. VendTek's customers,
subsidiaries and its Now Prepay division use e-Fresh(TM) software
to build electronic, prepaid services networks that enable
consumers to purchase prepaid products and services via POS and
self-serve terminals connected to a central server. This system
creates significant value through improved efficiencies compared to
a traditional distribution model. e-Fresh(TM) reduces shrinkage and
inventory requirements for vendors while improving consumer access
to prepaid products and services by completely eliminating physical
cards and vouchers. VendTek has deployed its software around the
world including Canada, United States, Asia, the Middle East and
Africa. For further information please visit the Company's websites
www.vendteksystems.com and www.nowprepay.com.
Forward-Looking Information
This news release contains statements which are not current
statements or historical facts and are "forward-looking
information" within the meaning of applicable Canadian securities
laws. All statements, other than statements of historical fact,
contained in this news release constitute forward-looking
information. Wherever possible, words such as "plans", "expects" or
"does not expect", "budget", "forecasts", "projections",
"anticipate" or "does not anticipate", "believe", "intent",
"potential", "strategy", "schedule", "estimates" and similar
expressions or statements that certain actions, events or results
"may", "could", "would", "might" or "will" be taken, occur or be
achieved and other similar expressions have been used to identify
forward-looking information. These forward-looking statements
relate to, among other things, the timing and the completion of the
Private Placement, the Company's expansion plans and growth
strategy and the Company's expectations regarding the use of
proceeds from the Private Placement.
Although the forward-looking information in this news release
reflects the Company's current beliefs on the date of this news
release based upon information currently available to management
and based upon what management believes to be reasonable
assumptions, the Company cannot be certain that actual results,
performance, achievements, prospects and opportunities, either
expressed or implied, will be consistent with such forward-looking
information. By its very nature, forward-looking information
necessarily involves significant known and unknown risks,
assumptions, uncertainties and contingencies that may cause the
Company's actual results, assumptions, performance, achievements,
prospects and opportunities in future periods to differ materially
from those expressed or implied by such forward-looking
information. These risks and uncertainties include, among other
things, revenue growth, operating results, the market demand for
the Company's products, product development, and litigation as well
other factors described in the Risks Related to our Business
Section in the Company's 2011 annual Management Discussion and
Analysis. There may be other factors that cause results,
assumptions, performance, achievements, prospects or opportunities
in future periods not to be as anticipated, estimated or
intended.
There can be no assurances that forward-looking information and
statements will prove to be accurate, as many factors and future
events, both known and unknown could cause actual results,
performance or achievements to vary or differ materially, from the
results, performance or achievements that are or may be expressed
or implied by such forward-looking statements contained in this
news release. Accordingly, all such factors should be considered
carefully when making decisions with respect to the Company, and
prospective investors should not place undue reliance on
forward-looking information. The Company assumes no obligation to
update or revise forward-looking information to reflect changes in
assumptions, changes in circumstances or any other events affecting
such forward-looking information, except as required by applicable
law.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Contacts: VendTek Systems Inc. Samantha White 604-805-4653 or
1-800-806-4958investment@vendteksystems.comwww.vendteksystems.comwww.nowprepay.com
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