Tangarine Payment Solutions Corp.

March 24, 2009 10:23 ET

Tangarine Completes Plan of Arrangement

TORONTO, ONTARIO--(Marketwire - March 24, 2009) - Tangarine Payment Solutions Corp., (TSX VENTURE:TAN)("Tangarine") is pleased to announce the successful completion of the previously announced plan of arrangement with 4491157 Canada Inc. (the "Purchaser"), an affiliate of Pivotal Payments Corporation (the "Arrangement").

Pursuant to the Arrangement, the Purchaser has acquired (i) all of the outstanding common shares of Tangarine for a cash purchase price of $0.22 per common share representing an aggregate purchase price of approximately $9,338,941 and (ii) all of the outstanding Series I preferred shares of Tangarine for an aggregate purchase price of $3,839,000. The name of the newly amalgamated company will be Tangarine Payment Solutions Corp.

Tangarine received shareholder approval for the Arrangement at the annual and special meeting held on February 19, 2009. The Ontario Superior Court of Justice granted a final order approving the Arrangement on Monday, February 23, 2009. With the completion of the Arrangement, Tangarine's common shares are expected to be de-listed from the TSX Venture Exchange ("TSXV") on or about the close of business on March 25, 2009, subject to receipt of final acceptance by the TSXV. Tangarine intends to apply to the relevant securities regulatory authorities to cease to be a reporting issuer in each of its reporting jurisdictions in Canada.

For shareholders who held their Tangarine common shares through a broker, the payment of the purchase price will be processed through their broker. For shareholders who held their Tangarine common shares in registered form, the payment of the purchase price will be processed after they deposit their share certificates with Olympia Transfer Services Inc., the depositary for the transaction, in accordance with the instructions in the Letter of Transmittal previously sent. Any questions regarding the payment of purchase price, including any request for another form of Letter of Transmittal, should be directed to your broker, if applicable, or the depositary via telephone at (416) 364-8081.

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

Wildeboer Dellelce LLP acted as legal advisor and Grant Thornton acted as financial advisor to Tangarine. Stikeman Elliott LLP acted as legal advisor to Pivotal and the Purchaser.

About Tangarine Payment Solutions Corp.

Tangarine's wholly-owned subsidiary, Tangarine Concepts Corporation, markets consumer-initiated electronic financial payment solutions. 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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