Advantex Marketing International Inc.

Advantex Marketing International Inc.

March 01, 2011 16:54 ET

Advantex Shares to Be Listed on Canadian National Stock Exchange

Advantex announces:

- Listing of its Shares on the CNSX and Delisting from TSX Venture Exchange, and

- Renewal of its Non-convertible and Convertible Debentures

TORONTO, ONTARIO--(Marketwire - March 1, 2011) - Advantex Marketing International Inc. (TSX VENTURE:ADX) ("Advantex" or the "Company"), a leading specialist in merchant funding and loyalty marketing programs, today announced that it has received final approval to list its common shares on the Canadian National Stock Exchange ("CNSX"). The Company has notified the TSX Venture Exchange ("TSXV") of its intent to delist its common shares from the TSXV on or about March 14, 2011. The Company expects that the transition between the TSXV and the CNSX will be completed in a seamless manner.

The Company has also received approval from the CNSX to proceed with the renewal of the Non–convertible Debentures that matured December 31, 2010 as well as the early renewal of the Convertible Debentures that matures December 9, 2011 (collectively "Debentures"), on the terms and conditions described below and has entered into a term sheet with Trapeze Capital Corporation to that effect. At a Special and Annual meeting held on December 21, 2010 a majority of shareholders, including a majority of the disinterested shareholders of the Company, approved the renewal of the Debentures on such terms. The Company expects to complete the renewal of the Debentures shortly after the listing of its common shares on the CNSX.

Renewal of Non-Convertible and Convertible Debentures

The Company expects to renew up to $2.665 million face value worth of Non-convertible Debentures. The Non-convertible Debentures will continue to bear interest at 14% per annum and the maturity date will be September 30, 2013. Each debenture, of face value $1,000, will continue to have attached 1,975 common share purchase warrants. Each warrant will entitle the holder to purchase one common share of the Company at an exercise price of $0.04 per share during the term of such debenture.

The Company expects to renew up to $6.0 million face value worth of Convertible Debentures. The Convertible Debentures will be exchanged for Non-convertible debentures that will bear interest at 12% per annum and will mature on September 30, 2013. Each new debenture, of face value $1,000, will have attached 14,151 common share purchase warrants. Each warrant will entitle the holder to purchase one common share of the Company at an exercise price of $0.04 per share during the term of such debenture.

The Company also expects to issue an additional 500,000 common share purchase warrants to Trapeze Capital Corporation in connection with such renewal. Each warrant will entitle the holder to purchase one common share of the Company at an exercise price of $0.04 per share. These warrants will expire two years from the date that they are issued.

The Company will also be communicating with the current holders of the Debentures to finalize, as applicable, their renewal or redemption together with payment of interest to date of redemption.

About Advantex Marketing International Inc.

Advantex is a specialist in the marketing services industry, managing white-labeled rewards accelerator programs for major affinity groups through which their members earn bonus frequent flyer miles and/or other rewards on purchases at participating merchants. Under the umbrella of each program, Advantex provides merchants with marketing, customer incentives, and additionally secured future sales through its Advance Purchase Marketing (APM) model. Advantex partners include more than 750 merchants operating as restaurants, golf courses, small inns and resorts, hotels, retailers; CIBC; and Aeroplan. Advantex is traded on the TSX Venture Exchange under the symbol "ADX". For additional information on Advantex, please visit

Forward-Looking Information

This press release contains certain "forward-looking information". All information, other than information comprising historical fact, that addresses activities, events or developments that Advantex believes, expects or anticipates will or may occur in the future constitutes forward-looking information. Such forward-looking information relates to, without limitation, the expected timing of the delisting of the common shares from the TSXV, and the expected timing of their listing on the CNSX; the expectation with respect to ensuring a seamless transition between the two exchanges; the expectation with respect to renewal of the Debentures and the timing of closing the renewal transactions; the ability to pay the amounts due on redemption and the expected timing of such payments. Forward-looking information reflects the current expectations or beliefs of Advantex based on information currently available to Advantex. Forward-looking information is subject to a number of risks, uncertainties and assumptions that may cause the actual results of Advantex to differ materially from those discussed in the forward-looking information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, Advantex. Factors that could cause actual results or events to differ materially from current expectations include but are not limited to those listed under "General Risks and Uncertainties" and "Economic Dependence" in Advantex's Management Discussion and Analysis for the three months ended September 30, 2011, under "Note 1b" of Advantex's Consolidated Financial Statements for the three month period ended September 30, 2011, and under "Risks and Uncertainties" in Advantex's Annual Information Form for the year ended June 30, 2010. All forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, Advantex disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. Although Advantex believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.

Neither the 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.

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