VendTek Systems Inc.

VendTek Systems Inc.

July 19, 2012 19:34 ET

VendTek Announces $3.0 Million Private Placement of Units

VANCOUVER, BRITISH COLUMBIA--(Marketwire - July 19, 2012) - 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™ 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™ 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 and

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.

Neither 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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