VENDTEK ANNOUNCES $1 MILLION PRIVATE PLACEMENT OFFERING OF UNITS

TSX Venture Exchange: VSI

VANCOUVER, Feb. 16 /CNW/ - VendTek Systems Inc. (TSXV: VSI) (the "Company") is pleased to announce that, as a result of investor interest in its previously announced private placement, 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 1,700,000 units (the "Units") to raise gross proceeds of up to $1,020,000 (the "Offering"). Each Unit will consist of one common share in the capital of the Company (a "Common Share") and one-half warrant (a "Warrant"). Subject to adjustment (described below), each full Warrant will be exercisable to acquire one Common Share for three years from the closing at a price of $0.75 per Common Share.

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.

The agents will be paid a cash fee equal to 5% of the gross proceeds raised in the Offering.

The Company's previously announced brokered private placement of units (the "Debenture Units") for gross proceeds of up to $2,500,000 (each unit consisting of $1,000 principal amount of 6% unsecured convertible debentures of the Company and 500 common share purchase warrants) is expected to close on or about February 17, 2010. Please refer to our press releases dated January 17, 2011 and January 26, 2011. 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 750 Debenture Units in this previously announced private placement.

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.

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 2010 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.


SOURCE VendTek Systems Inc.

For further information:

Samantha White at 604-805-4653 or 1-800-806-4958 or investment@vendteksystems.com

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VendTek Systems Inc.

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