Tangarine Payment Solutions Corp.

February 19, 2009 22:19 ET

Tangarine Announces Shareholder Approval for Plan of Arrangement

TORONTO, ONTARIO--(Marketwire - Feb. 19, 2009) - Tangarine Payment Solutions Corp. (TSX VENTURE:TAN) ("Tangarine") announced today that the shareholders of Tangarine have overwhelmingly approved a plan of arrangement involving Tangarine and 4491157 Canada Inc. (the "Purchaser"), an affiliate of Pivotal Payments Corporation (the "Arrangement").

At the annual and special meeting held on February 19, 2009, over 98% of the holders of common shares and Series I preferred shares of Tangarine voting together and 95% of "minority shareholders" of Tangarine, voting separately as a class, approved the special resolution substantially in the form attached as Schedule "A" to the management proxy circular dated January 22, 2009 authorizing the Arrangement.

Pursuant to the Arrangement (i) all of the outstanding common shares of Tangarine will be purchased for $0.22 per common share in cash, and (ii) all of the outstanding Series I preferred shares of Tangarine will be purchased for an aggregate purchase price of $3,839,000 in cash.

The Arrangement remains subject to the approval of the Ontario Superior Court of Justice (the "Court"). The Arrangement is also subject to regulatory approvals and the completion of various closing conditions, including the ability of the Purchaser to secure the financing of the purchase price. Subject to the completion of the foregoing, the Arrangement is expected to close by the end of February, 2009. In accordance with the terms of the Arrangement, Tangarine will amalgamate with the Purchaser, Tangarine's shares will be de-listed from the TSX Venture Exchange and Tangarine will apply to the relevant securities regulatory authorities for an order deeming it to cease to be a reporting issuer.

Shareholders also approved the re-election of Tangarine's current board of directors, appointed auditors for the current year and ratified the existing stock option plan.

Details of the transaction were included in the management proxy circular of Tangarine dated January 22, 2009 which can be found at www.sedar.com.

About Tangarine Payment Solutions Corp.

Tangarine's wholly-owned subsidiary, Tangarine Concepts Corporation, markets consumer-initiated electronic financial payment solutions to small and medium sized retail businesses, such as convenience stores, small specialty stores, bars, restaurants and gas stations. Tangarine currently manages over 8,100 POS terminals across Canada divided between wired (78%) and wireless (22%) terminals. The majority of the wireless terminals is marketed under the brand name "fleetX" and is located primarily in taxis operating in Ontario and Quebec.

About Pivotal Payments Corporation

Pivotal is a leading merchant services provider in both the United States and Canada. Pivotal provides a full suite of payment processing services to retail businesses, mail order/telephone order merchants and e-commerce merchants. Pivotal's services include credit & debit card processing, gateway services, terminal management solutions, loyalty/gift card programs and cash advance solutions. Pivotal is a privately held company. Company and product information are available at www.pivotalpayments.ca.


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