VSI

VendTek Systems Inc. (TSX VENTURE:VSI) ("VendTek" or the "Company") is pleased
to announce that it plans to conduct a non-brokered private placement of up to
27,272,727 million units (the "Units") at a price of $0.11 per Unit to raise
gross proceeds of up to $3.0 million (the "Private Placement"). Each Unit will
consist of one common share in the capital of the Company (a "Common Share") and
one-half warrant (a "Warrant"). Each full Warrant will be exercisable to acquire
one additional Common Share for 18 months from the closing of the Private
Placement at a price of $0.20 per Common Share.


The Company has been advised by Privinvest Offshore SAL (Holding) ("Privinvest
Offshore"), the Company's largest shareholder, that it currently intends to
subscribe for approximately 13,636,364 Units under the Private Placement. To the
best of the Company's knowledge, Privinvest Offshore currently holds 15,445,833
Common Shares, representing approximately 29.4% of the Company's issued and
outstanding Common Shares, as well as 2,251,666 Common Share purchase warrants
and a $750,000 principal amount convertible debenture of the Company. Assuming
Privinvest Offshore acquires 13,636,364 Units under the Private Placement and
that 27,272,727 million total Units are issued as part of the Private Placement,
immediately following the closing of the Private Placement, Privinvest Offshore
will hold 29,082,197 Common Shares, representing approximately 36.4% of the
Company's issued and outstanding Common Shares, as well as 9,069,848 Common
Share purchase warrants and 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 and to continue the Company's expansion plans for its Brazilian
operations. As the Company's Brazilian subsidiary continues to increase the
number of transactions that it processes, it needs to acquire additional
inventory and will require greater working capital to support its growth
initiatives.


The Company may pay a finder's fee on a portion of the Private Placement in
accordance with the policies of the TSX Venture Exchange; however, no finder's
fee will be payable in connection with any participation of Privinvest Offshore
in the Private Placement.


The Private Placement is subject to regulatory approval, and all securities
issued in connection with Private Placement will be subject to a four-month and
one day hold period under applicable securities laws.


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 completion of the Private Placement 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.

VendTek Systems Inc. (TSXV:VSI)
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VendTek Systems Inc. (TSXV:VSI)
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