VENDTEK SYSTEMS INC V.VSI

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[Gladys7]

January 17, 2011

For Immediate Release Contact: Sam White [e-mail]

VENDTEK ANNOUNCES $3 MILLION PRIVATE PLACEMENT OFFERING OF UNITS

VANCOUVER - January 17, 2011 -VendTek Systems Inc. (TSX-V: VSI, the "Company") is pleased to announce that it has engaged Versant Partners Inc., as lead agent, with MGI Securities Inc. as syndicate member, to conduct a private placement on an agency basis of up to 2,500 units (the "Units") to raise gross proceeds of up to $2,500,000.  The Company will also conduct a non-brokered private placement of up to approximately 500 Units to raise additional gross proceeds of up to approximately $500,000 (collectively, with the brokered private placement, the "Offering"). Each Unit will consist of one 6% unsecured convertible debenture of the Company having a principal amount of $1,000 (a "Debenture") and 500 warrants, each warrant being exercisable to acquire one common share of the Company (the "Warrants").  Subject to adjustment (described below), each Warrant being exercisable for three years from the closing to purchase one common share at a price of $1.00.

The Debentures will be unsecured and will mature (unless converted or redeemed earlier) on the 3^rd anniversary of the first closing date of the Offering.  The Debentures will accrue interest at 6% per annum, payable semi-annually.  The Debentures will be convertible into common shares, at the holder's option, at any time prior to maturity at
.64 per common share.  The Debentures will be redeemable, in whole or in part, by the Company at any time at a premium of 3% to the outstanding principal amount redeemed.  In the event of an early redemption of the Debentures, the exercise price of the Warrants will be reduced by up to
.25 (on a pro rata basis relative to the amount of the Debentures redeemed) per common share.  The Warrants will further provide that if the closing average trading price of the Company's common shares for a period of 20 consecutive trading days exceeds $1.50, then the Company may provide notice to the holders of the Warrants that they have only 30 days to exercise the Warrants or they will expire.

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 in its Brazilian operations.

The agents will be paid a cash fee equal to 5% of the gross proceeds raised in the Offering, and will receive a financial advisory fee such that the total commission and advisory fee payable to the agents will not exceed $125,000.

The Company has been advised by Northern Rivers Fund (a BluMont Capital Company),the Company's second largest shareholder (holding approximately 17.5% of the Company's issued common shares) that it intends to subscribe for approximately 500 Units under the Offering, to complete the non-brokered portion of the Offering.  In addition, the Company has been advised by Privinvest Holding SAL, the Company's largest shareholder (holding approximately 24.5% of the Company's issued common shares) that it is interested in acquiring units in the Offering, although the amount of that investment has yet to be determined.

The private placement is subject to regulatory approval, and all securities issued in connection with the Offering will be subject to a four-month and one day hold period under applicable securities laws.

 

For more information please contact Samantha White at 604-805-4653 or 1-800-806-4958 or [e-mail].

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 www.vendteksystems.com and www.nowprepay.com.

 

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 Company's expectations regarding future growth, results of operations (including, without limitation, future production and sales, and operating and capital expenditures), performance (both operational and financial), business and political environment and business prospects (including the timing and development of new deposits and the success of exploration activities) and opportunities.

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 our products, product development, and litigation as well other factors described in the Risks Related to Our Business Section in our 2009 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.