DirectCash Payments Inc.
TSX : DCI

DirectCash Payments Inc.

July 23, 2012 15:26 ET

DirectCash Announces $65 Million Common Share Offering and Intention to Issue $125 Million of Senior Unsecured Notes

CALGARY, ALBERTA--(Marketwire - July 23, 2012) -

NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

DirectCash Payments Inc. (TSX:DCI) ("DirectCash") is pleased to announce that it has entered into an agreement to sell to a syndicate of underwriters (the "Underwriters") led by BMO Capital Markets, on a bought deal basis, 2,800,000 common shares (the "Common Shares") to be issued at a price of $23.35 per share for gross proceeds of $65,380,000. The Common Shares will be offered by way of a short-form prospectus in all provinces of Canada, excluding Quebec, and such other jurisdictions as DirectCash and the Underwriters may agree. Closing of this offering is expected to occur on or about August 9, 2012, subject to certain conditions including, without limitation, the receipt of all necessary regulatory approvals including the approval of the Toronto Stock Exchange.

DirectCash is also pleased to announce that it intends to issue $125 million principal amount of 7-year Senior Unsecured Notes (the "Notes"). The Notes will be direct senior unsecured obligations of DirectCash ranking pari passu with all other present and future senior unsecured indebtedness of DirectCash. The Notes will be offered in each Province of Canada and in the United States on a private placement basis through a syndicate of investment dealers, led by BMO Capital Markets, without the filing of a prospectus or registration statement. Closing is expected to occur on or about August 8, 2012 following a limited marketing process and determination of pricing.

The net proceeds from both the Common Share offering and Notes issuance will be used to reduce DirectCash's outstanding senior and bridge indebtedness, related to the recently closed acquisition of Customers Limited in Australia and the acquisition of InfoCash Holdings Ltd. in the United Kingdom.

The Common Shares offered and the Notes to be issued will not be registered under the U.S. Securities Act of 1933 (the "Securities Act"), as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements. The Notes will be offered and sold in the United States solely to "qualified institutions buyers" pursuant to Rule 144A under the Securities Act or to non U.S. persons in offshore transactions in accordance with Regulation S of the Securities Act. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About DirectCash

DirectCash is a leading provider of ATMs, debit terminals and prepaid products in Canada, as well as a leading provider of ATMs in Australia and the United Kingdom. DirectCash also offers ATM services in the United States, ATM services in Mexico, prepaid cards in Australia, and ATM services and prepaid cards in the United Kingdom. DirectCash is a full-service operator and transaction processor in each of these business units and has been in the ATM business since 1997 and the debit terminal and prepaid products businesses since 2002.

Additional information about DirectCash, including DirectCash's Annual Information Form and other public filings is available on SEDAR (www.sedar.com) and on the DirectCash's website (www.directcash.net).

Advisory Regarding Forward-Looking Statements

This press release contains certain forward-looking information and statements within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. In particular, but without limiting the forgoing, this press release contains statements concerning the anticipated closing date of the offering of common shares and the offering of Notes, including the aggregate gross proceeds to DirectCash on completion thereof and the anticipated use of the net proceeds from each offering. Although DirectCash believes that the expectations reflected in these forward looking statements are reasonable, undue reliance should not be placed on them because DirectCash can give no assurance 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. The closing of both the offering of Common Shares and the offering of Notes (or any one of them) could be delayed if DirectCash is not able to obtain the necessary regulatory and stock exchange approvals on the timelines it has planned. The offering of Common Shares and offering of Notes (or any one of them) will not be completed at all if these approvals are not obtained or some other condition to closing (for each offering) is not satisfied. Accordingly, there is a risk that the offering of Common Shares and offering of Notes (or any one of them) will not be completed within the anticipated time, or at all. Although DirectCash believes that the expectations reflected in these forward looking statements are reasonable, undue reliance should not be placed on them because DirectCash can give no assurance that they will prove to be correct. The forward looking statements contained in this press release are made as of the date hereof and DirectCash undertakes no obligations 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.

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