VendTek announces $860,000 private placement of Debenture Units

    




 TSX Venture Exchange: VSI 

 VANCOUVER, Sept. 11, 2012 /CNW/ - VendTek Systems Inc.   ("VendTek" or the "Company") is pleased to announce that it plans to  conduct a non-brokered private placement of 860 debenture units (the  "Debenture Units"), with each Debenture Unit consisting of one 6% unsecured convertible debenture of the Company having a principal amount  of $1,000 (the "Debentures"), and 1,000 warrants (each, a "Warrant") to  purchase one common share of the Company (the "Private Placement").  The Debentures will each mature on the date  that is two years from the closing of the Private Placement and entitle  the holder thereof to acquire one common share of the Company at a  price of $0.11 per common share on conversion. Each Warrant is  exercisable for two years from the closing of the Private Placement to  acquire one common share of the Company at a price of $0.15 per common  share.  Privinvest Offshore SAL (Holding) ("Privinvest Offshore"), the  Company's largest shareholder, is intended to be the sole subscriber  for Debenture Units. 

 To the best of the Company's knowledge, Privinvest Offshore currently  holds 19,203,833 common shares, representing approximately 33.01% of  the Company's issued and outstanding common shares, as well as  4,126,666 common share purchase warrants and a $750,000 principal  amount convertible debenture of the Company.  Upon completion of the  Private Placement, Privinvest Offshore will hold 19,203,833 Common  Shares, representing 33.01% of the Company's issued and outstanding  common shares, as well as 4,986,666 common share purchase warrants, a  $750,000 principal amount convertible debenture of the Company and a  $860,000 principal amount convertible debenture of the Company. 

 The Company intends to use the net proceeds from the sale of the  Debenture Units 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. 

 No finder's fee will be payable in connection with the issuance of the  Debenture Units. 

 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 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 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. 

VendTek Systems Inc.


CONTACT:  Samantha White at 604-805-4653 or 1-800-806-4958or [e-mail]. 


    

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