Points International Reports Second Quarter 2009 Financial Results



    
    -   Quarterly Revenue of $21.3 Million, Up Over 23% Year-Over-Year

    -   Principal Revenue of $19.6 Million, Up 36% Year-Over-Year

    -   Adds New Partnership with AirFrance-KLM; Continental and Air Tran Now
        Trading on GPX

    -   Focused Investment Strategy Will Enable Decreased Operating Costs and
        Improved Technology Efficiencies Leading to Improved Margins

    -   Reiterates Guidance for Positive EBITDA(1) for 2009, While Modifying
        Revenue Guidance to $70 Million - $80 Million Based on Recast Delta
        Relationship
    

    TORONTO, Aug. 12 /CNW/ - Points International Ltd. ("Points") - (OTCBB:
PTSEF, TSX: PTS) - the world's leading loyalty reward solutions provider and
owner of the Points.com portal - today announced results for the second
quarter of 2009 ended June 30, 2009. All financial results are in US Dollars.
    "Points has taken a number of specific actions regarding ongoing growth,
profitability and sustainable margin improvement. These include an aggressive
investment in a new technology platform, a realignment of the cost structure
leading to a 20% decrease in full time equivalent headcount, and a fundamental
re-imagining of the consumer business. Matched with a restructured Delta
relationship and the launch of the AirFrance/KLM relationship, the Company's
clear focus is on launching and growing higher margin business and sustainable
profitability," said Chairman, Stephen K. Bannon.
    "Points reported a solid second quarter driving 23% growth in total
revenue and a 36% increase in principal revenue year-over-year, despite
ongoing challenges in the economic environment," said CEO Rob MacLean. "We saw
business trends improve this quarter as the total number of points and miles
transacted increased sequentially. Our new partnership with AirFrance-KLM,
Europe's largest carrier, went live and we added Continental Airlines and
AirTran to the growing list of participating programs on our peer-to-peer
trading platform. We expect both to contribute to our results moving forward.
Looking ahead, our focused investment strategy will drive efficiencies,
enabling us to reduce costs, both in terms of personnel and technology
infrastructure. We are very focused on improving our overall profit margins
moving forward and driving leverage through our model resulting in long-term
corporate profitability."
    "Today, we agreed to a restructured relationship with Delta Air Lines for
the remainder of our current contract as it continues to consolidate aspects
of its loyalty program post a recently completed merger. As a result, we are
revising our full year revenue guidance to the range of $70 million to $80
million. This recast relationship will see Points continue to generate revenue
from this partner by providing a variety of services. Combined with a solid
base of transactions from existing and newly signed partners and the terms of
the restructured relationship with this partner, and despite a continued
challenging environment, assuming current foreign exchange rates, we are able
to reaffirm our guidance of positive EBITDA for 2009, our third consecutive
year," added MacLean.

    Second Quarter 2009 Financial Results

    Total revenue was $21.3 million for the second quarter of 2009. Revenue
grew 23% over the $17.3 million reported in the second quarter of 2008, and up
from $21.1 million in the first quarter of 2009. Principal revenue grew
sharply to $19.6 million, up 36% over $14.4 million in the same period last
year, and up from $19.4 million in the first quarter of 2009. Commission
revenue was $1.7 million, down from $2.7 million reported in the same period
of last year and down from $1.8 million in the first quarter of 2009. Interest
revenue was $9,600, a decrease from $219,000 reported in the same period last
year and $35,400 in the first quarter of 2009.
    Points reported a net loss for the second quarter of 2009 of $471,000, or
($0.00) per share. This compares to a net income of $43,500, or $0.00 per
share in the same period in the previous year, and a net loss of $1.1 million
or ($0.01) per share, in the first quarter of 2009.
    During the second quarter of 2009, Points reported an EBITDA loss of
$566,000, compared to positive EBITDA of $474,000 in the same period of 2008
and an EBITDA loss of $580,000 in the first quarter of 2009.
    As of June 30, 2009, Points' total cash, comprised of cash and cash
equivalents together with security deposits and amounts with payment
processors, was $29.4 million, down from $32.9 million at the end of the first
quarter of 2009. The Company carries no debt.

    
    Second Quarter 2009 Business Metrics

    Total All Channels:
    -------------------

    -   Total points/miles transacted during the second quarter was
        2.8 billion, bringing the total cumulative points/miles transacted to
        51.4 billion, a 29% increase over the second quarter of 2008
    -   The total number of transactions decreased 11% versus the same
        quarter last year to approximately 302,000

    Ecommerce Services:
    -------------------

    -   Total points/miles transacted on products distributed through
        Points' partner channels decreased 12% from the second quarter of
        2008 to 2.5 billion bringing the cumulative total to 46.1 billion

    Points.com Channel:
    -------------------
    -   Cumulative points/miles transacted reached approximately 5.2 billion
        during the second quarter of 2009 on Points.com, a 32% increase
        versus 2008
    -   Cumulative registered users on Points.com increased 15% year-over-
        year to 2.3 million


                                                   Q2/09               Q2/09
                                                    vs.                 vs.
                         Q2/09           Q1/09     Q1/09      Q2/08    Q2/08

    TOTAL ALL
     CHANNELS(*)

      Points/Miles
       Transacted    2,830,429,997   2,727,601,671   4%   3,125,608,038   -9%
      No. of
       Points/Miles
       Transactions        302,419         320,390  -6%         340,294  -11%
      Cumulative
       Points/Miles
       Transacted   51,366,498,684  48,536,068,687   6%  39,699,151,161   29%

    PRIVATE BRANDED
     CHANNELS

      Points/Miles
       Transacted    2,542,915,477   2,456,850,552   4%   2,895,769,039  -12%
      No. of
       Points/Miles
       Transactions        279,311         298,101  -6%         322,912  -14%
      Cumulative
       Points/Miles
       Transacted   46,147,425,848  43,604,510,371   6%  35,751,042,610   29%

    POINTS.COM
     CHANNELS

      Points/Miles
       Transacted      287,514,520     270,751,119   6%     229,838,999   25%
      No. of
       Points/Miles
       Transactions         23,108          22,289   4%          17,382   33%
      Cumulative
       Points/Miles
       Transacted    5,219,072,836   4,931,558,316   6%   3,948,108,552   32%
      Cumulative
       Registered
       Users             2,252,404       2,189,814   3%       1,962,883   15%

    Note:
    (*) Points/Miles transacted were restated in Q1 2008 to normalize
        activity from a loyalty program whose loyalty program currency is
        valued differently than other programs. This resulted in a decrease
        in overall metrics for those products.
    

    Restructured Relationship with Delta

    On August 12th, 2009, the Company agreed to a restructured relationship
with Delta Air Lines in conjunction with the planned Delta SkyMiles(R) and
Northwest Worldperks(R) unification into a single frequent flier program.
Commencing on or about October 1, 2009, Delta has elected to leverage existing
internal capabilities to provide the retail mileage sale and transfer programs
currently being operated by Points.
    In the first quarter of 2010, Points will re-launch its retail sale and
transfer of SkyMiles services through a new distribution channel of sites not
controlled by Delta and including the Company's consumer portal
www.points.com. This will offer Delta members increased access to these
services and is a growing strategic focus of the Company. Points will continue
to operate a number of other services for Delta, including the corporate
mileage wholesaling platform, auction service, pooling service, magazine and
newspaper subscription service, as well as Points' AirIncentives(TM) and
offerings on the Points.com portal.
    "Points has been a great partner for both SkyMiles and Northwest for many
years," says Jeff Robertson, Vice President, Delta SkyMiles. "We anticipate
the continuation of this significant partnership into to the future, and plan
to work with Points on a number of fronts as we drive innovation with the goal
of making SkyMiles the most successful frequent flyer program in the world."
    "We continue to enjoy a long and mutually beneficial working relationship
with both Delta and Northwest. Delta remains a large and important partner to
Points. While taking advantage of its unique in-house assets as it
consolidates its frequent flyer programs during its massive post merger
integration efforts Delta, has also renewed its commitment to leverage Points'
capabilities and industry expertise to ensure continued success in growing its
program. While this change will materially impact our revenues, the new terms
provide for a series of payments over the fourth quarter that will allow
Points to maintain our expected 2009 earnings associated with this
relationship," added MacLean. "Furthermore, with a full pipeline, increasing
traction of newer partnerships, and our recast potential with Delta, we expect
to be able to mitigate the negative earnings impact of this change and improve
our margins through 2010."
    In 2008 and for 2009 to date on an annualized basis, the programs
affected by this restructuring represented approximately 60% of the Company's
revenue. The Company anticipates no effect on the overall working capital as
the partner currently accounts for approximately 30% of cash and cash
equivalents as well as approximately 30% of amounts payable to loyalty
partners.

    
    Business Outlook

    Ecommerce Services:

    A major focus of the Company's investment strategy for 2009 is to
substantially enhance its technology platform to more efficiently drive and
increase synergies between Points' private-branded Ecommerce solutions and the
Points.com consumer portal. The current platform, which has evolved since the
Company's inception, has served Points exceptionally well, now handling more
than $250 million in annual transactions. Based on the successful expansion of
the Company's business, it has now reached the scale to start to deploy a new
platform over the second half of 2009. To this end, Points has recently
launched "Project Epoch", focused on delivering an upgraded platform, the
first phase of which is expected to launch during the fourth quarter of 2009,
which will materially enhance the Company's capabilities, including:

    -   Expanded scale to support a new level of transactions;
    -   Increased customer integration speed thereby accelerating the pace of
        new partner launches;
    -   The deployment of new innovations including mobile and social
        networking applications for the loyalty industry;
    -   Significantly enhanced functionality;
    -   Meaningful efficiency improvements that are designed to decrease the
        Company's overall operating expenses and go-forward technology costs.
    

    Progress already achieved by its focused investments has enabled Points
to begin to restructure its operating expenses in anticipation of next year's
expected efficiencies. Accordingly, the Company expects to reduce full-time
equivalents (contractors and staff) by 20% over the next two quarters. As a
result of these activities, Points expects to take appropriate restructuring
charges in its third quarter results. In addition, Points has reduced its
expected investment program and now anticipates allocating between $4 million
and $6 million of planned 2009 operating costs (lower than prior expectations
of $5 million to $7 million) on growth focused initiatives during fiscal 2009.

    Points.com Consumer Services:

    As Points is developing the new platform for its Ecommerce business, it
is simultaneously re-architecting the consumer side of the business on
Points.com. The platform is being designed with an entirely new user interface
focused on managing enhanced content, integrating numerous new partners and
augmenting transaction functionality. Some key strategies that the Company is
pursuing include:

    
    -   Partnering with Y&R Interactive along with its affiliates VML Inc.
        (recently ranked by Forrester as the leading US interactive agency)
        and Compass 360 to assist in redesigning the consumer experience.
        This redesign will affect all aspects of the consumer proposition
        from brand positioning, look and feel, user interface, transaction
        flows, and product functionality. These changes are all expected to
        be in market by the end of the first quarter of 2010.

    -   Rolling out enhanced distribution capability and social media
        functionality through the third and fourth quarters of 2009. On
        August 7, 2009, Points launched its first iGoogle(TM) application
        that allows Points.com users access to core functionality through
        their personalized iGoogle(TM) page. Additionally, a new user forum
        will be established at Points.com to enable greater interaction and
        feedback that the company will leverage as part of the ongoing
        redesign process.

    -   Deployment of a mobile application accessible via both iPhone(TM) and
        Blackberry(TM) smart phones, allowing users access to Points.com
        functionality when and where they desire.

    -   Increasing the use of social media promotional channels like Twitter
        and Facebook in order to highlight these new initiatives. Points'
        activity can always be followed via Twitter at
        www.twitter.com/pointsadvisor
    

    "We are making strong progress on enhancements to Points.com that will
include the delivery of mobile and social media applications to our users. The
focus of this initiative is to create a hub where consumers can manage all of
their loyalty activity, explore rich content and freely interact with other
users anytime, anywhere. By the first quarter of 2010, it will also feature
the next iteration of Points' unique peer-to-peer trading platform (GPX) and
with the addition of Continental and AirTran now includes 13 partners launched
or announced. A core aspect of our strategy is to ensure that we are making
all these changes as part of our ongoing investment plan and as such we do not
anticipate an increase in operating or capital expenditures associated with
enhancing our consumer business. Our ongoing efforts are focused on designing
a host of services that will attract millions of consumers and substantially
contribute to the revenue mix of our company," said Christopher Barnard,
President.
    "Our investment activities are paying off, in terms of new business,
improvements in our platform and reducing our go-forward operating costs. The
addition of AirFrance-KLM to our growing roster of blue-chip partners is the
latest indication of Points' leadership in our industry. Our new business
pipeline remains robust and we have only begun to tap the potential membership
bases of our loyalty program partners. We are building a business that can
scale dramatically as Points is uniquely positioned to help an increasing
number of partners drive revenue and profit from their loyalty programs while
helping consumers monetize the billions of miles banked in their accounts.
Looking ahead to the second half of 2009, we expect to start recognizing lower
operating costs as we implement widespread technology enhancements and
decrease expenses, resulting in positive EBITDA for the year as well as
significantly improved margins by the fourth quarter. Furthermore, new
functionality will enable us to more quickly drive revenues via new services
on both sides of our business. This forecast is a strong indication that we
are seeing leverage in our model and are focused on profitably growing our
company through the rest of 2009 and into 2010," concluded MacLean.

    Investor Conference Call

    Points' quarterly conference call with Stephen K. Bannon, Chairman, Rob
MacLean, CEO, Christopher Barnard, President and Anthony Lam, CFO, will be
held today at 5:00 p.m. Eastern Time. To participate in the conference call,
investors from the U.S. and Canada should dial 877-941-2068 ten minutes prior
to the scheduled start time. International callers should dial 480-629-9712.
Points will also offer a live and archived webcast of the conference call,
accessible from the "Investor Relations" section of the company's Web site at
www.pointsinternational.com

    About Points International Ltd

    Points International Ltd. is the owner and operator of Points.com, the
world's leading reward program management Web site which was recently named
one of the 30 Best Travel Sites by Kiplinger's. At Points.com consumers can
Swap, Earn, Buy, Gift, Share and Redeem miles and points from more than 25 of
the world's leading reward programs. Participating programs include American
Airlines AAdvantage(R) program, Aeroplan(R), AsiaMiles(TM), British Airways
Executive Club, Wyndham Rewards(R), Delta SkyMiles(R) and InterContinental
Hotels Group's Priority Club(R) Rewards. Redemption partners include
Amazon.com(R) and Starbucks. For more information, visit
http://www.points.com.

    
    Consumer Website: www.points.com
    Corporate Website: www.pointsinternational.com
    

    Caution Regarding Forward-Looking Statements

    This press release contains or incorporates forward-looking statements
within the meaning of the United States Private Securities Litigation Reform
Act of 1995, as amended, and forward-looking information within the meaning of
Canadian securities legislation (collectively "forward-looking statements").
All statements, other than statements of historical fact are forward-looking
statements. These forward-looking statements include statements relating to
our guidance for 2009 with respect to revenue and EBITDA, our ability to
mitigate the negative earnings impact of the restructured relationship with
Delta Air Lines, our ability to improve our margins, our anticipated cost
reductions, and our objectives, strategic plans and business development
goals, including our planned investment in the business for 2009 and timing of
the enhancements to our technology platforms. Such forward-looking statements
can generally be identified by words such as "will," "may," "expects,"
"anticipates," "intends," "plans," "believes," "estimates" or similar
expressions. In addition, any statements that refer to expectations,
projections or other characterizations of future events or circumstances are
forward-looking statements. These statements are not historical facts but
instead represent only Points' expectations, estimates and projections
regarding future events.
    Although Points believes the expectations reflected in such
forward-looking statements are reasonable, the forward-looking statements are
not guarantees of future performance and are subject to important risks and
uncertainties that are difficult to predict. Certain material assumptions or
estimates are applied in making forward-looking statements, and may not prove
to be correct. In particular, our revenue and EBITDA guidance, our ability to
mitigate the negative earnings impact of the restructured relationship with
Delta Air Lines, our ability to improve our margins and our planned investment
in the business for 2009, assume that we will be able to generate new business
from our pipeline, we will be successful in implementing new distribution
channels for Delta, Points' in-market products and services will continue to
perform along historical growth curves and that transaction rates for newly
launched products and services will grow in a manner consistent with the
Company's experience with its products in the market. In addition, known and
unknown factors could cause actual results to differ materially from those
expressed or implied in such statements. Important factors that could cause
actual results to differ materially are referred to in the body of this news
release and also include the risks and uncertainties discussed herein and the
risk factors detailed in Points' other filings with applicable securities
regulators, including the factors detailed in Points' Annual Information Form,
annual and interim financial statements and the notes thereto. These documents
are available at www.sedar.com and www.sec.gov.
    The forward-looking statements contained in this press release are made
as at the date of this release and, accordingly, are subject to change after
such date.  Except as required by law, Points does not undertake any
obligation to update or revise any forward-looking statements made or
incorporated in this press release, whether as a result of new information,
future events or otherwise.

    
    ----------------------
    (1) EBITDA (Earnings (loss) before interest, taxes, amortization and
foreign exchange) is considered by management to be a useful supplemental
measure of performance.  However, EBITDA is not a recognized earnings measure
under generally accepted accounting principles (GAAP).



                          POINTS INTERNATIONAL LTD.
                UNAUDITED INTERIM CONSOLIDATED BALANCE SHEETS
                     (Expressed in United States dollars)

                                                       June 30,  December 31,
    AS AT                                                 2009          2008
    -------------------------------------------------------------------------
                                   ASSETS
                                   ------
    CURRENT
      Cash and cash equivalents                   $ 23,693,562  $ 22,854,494
      Funds receivable from payment processors       2,734,918     5,065,722
      Short-term investments                           831,575       791,880
      Security deposits                              2,183,966     2,249,582
      Accounts receivable                            1,555,152     2,447,525
      Future income tax assets                         382,000       600,815
      Current portion of deferred costs                158,466       246,772
      Prepaid and sundry assets                      1,180,105     1,548,329
                                                  ------------- -------------
                                                    32,719,744    35,805,119
                                                  ------------- -------------

    PROPERTY AND EQUIPMENT                             843,666       808,648
    INTANGIBLE ASSETS                                1,000,577       997,716
    GOODWILL                                         4,204,755     4,204,755
    DEFERRED COSTS                                      94,037       146,391
    OTHER ASSETS                                       718,102       751,843
                                                  ------------- -------------
                                                     6,861,137     6,909,353
                                                  ------------- -------------
                                                  $ 39,580,881  $ 42,714,472
                                                  ------------- -------------
                                                  ------------- -------------

                                 LIABILITIES
                                 -----------
    CURRENT
      Accounts payable and accrued liabilities    $  1,666,086  $  3,217,409
      Current portion of deferred revenue            1,013,676     1,087,059
      Payable to loyalty program partners           25,756,614    25,966,589
                                                  ------------- -------------
                                                    28,436,376    30,271,057

    DEFERRED REVENUE                                   206,756       259,220
                                                  ------------- -------------
                                                  $ 28,643,132  $ 30,530,277
                                                  ------------- -------------

                             SHAREHOLDERS' EQUITY
                             --------------------
    ACCUMULATED OTHER COMPREHENSIVE LOSS            (2,566,230)   (2,566,230)
    ACCUMULATED DEFICIT                            (51,097,261)  (49,527,082)
                                                  ------------- -------------
                                                   (53,663,491)  (52,093,312)

    CAPITAL STOCK                                   56,662,421    56,662,421
    CONTRIBUTED SURPLUS                              7,938,819     7,615,086
                                                  ------------- -------------
                                                    10,937,749    12,184,195
                                                  ------------- -------------
                                                  $ 39,580,881  $ 42,714,472
                                                  ------------- -------------
                                                  ------------- -------------

    APPROVED ON BEHALF OF THE BOARD:

    -------------------  Director

    -------------------  Director



                          POINTS INTERNATIONAL LTD.
       UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
                     (Expressed in United States dollars)

    FOR THE PERIODS
     ENDED JUNE 30,       Three Month Period           Six Month Period
    -------------------------------------------------------------------------
                              2009          2008          2009          2008
    -------------------------------------------------------------------------
    REVENUE

      Principal       $ 19,639,660  $ 14,425,604  $ 38,999,257  $ 27,466,629
      Commission         1,675,043     2,655,232     3,426,054     5,548,043
      Interest               9,643       218,988        45,018       495,904
                      ------------- ------------- ------------- -------------
                        21,324,346    17,299,824    42,470,329    33,510,576
                      ------------- ------------- ------------- -------------

    GENERAL AND
     ADMINISTRATION
     EXPENSES

      Direct cost of
       principal
       revenue          17,415,672    12,166,227    34,356,177    22,901,161
      Employment costs   2,685,358     2,653,565     5,456,015     5,400,399
      Processing fees
       and related
       charges             609,299       774,631     1,194,835     1,597,181
      Marketing and
       communications      263,121       203,652       730,998       565,310
      Technology
       services            234,833       238,679       441,751       440,350
      Amortization of
       property and
       equipment            91,756       118,414       174,459       229,801
      Amortization of
       intangible
       assets               85,520       136,098       174,398       269,953
      Amortization of
       deferred costs            -       120,360         1,629       240,720
      Foreign
       exchange gain      (360,507)     (190,740)     (168,701)   (1,075,524)
      Operating
       expenses            681,590       789,226     1,436,095     1,548,611
                      ------------- ------------- ------------- -------------
                        21,706,642    17,010,112    43,797,656    32,117,962
                      ------------- ------------- ------------- -------------
    OPERATING (LOSS)/
     INCOME - before
     undernoted           (382,296)      289,712    (1,327,327)    1,392,614
                      ------------- ------------- ------------- -------------
    OTHER EXPENSES
      Interest on
       preferred shares          -       225,516             -       516,577
      Interest and
       other charges        10,757        20,712        24,037        30,793
                      ------------- ------------- ------------- -------------
                            10,757       246,228        24,037       547,370
                      ------------- ------------- ------------- -------------
    (LOSS)/INCOME
     BEFORE INCOME
     TAXES                (393,053)       43,484    (1,351,364)      845,244

    Provision for
     future income
     taxes                  78,000             -       218,815             -
                      ------------- ------------- ------------- -------------

    NET (LOSS)/
     INCOME           $   (471,053) $     43,484  $ (1,570,179) $    845,244
                      ------------- ------------- ------------- -------------
                      ------------- ------------- ------------- -------------

    (LOSS)/INCOME PER
     SHARE
      Basic                 ($0.00)        $0.00        ($0.01)        $0.01
      Diluted               ($0.00)        $0.00        ($0.01)        $0.01

      DEFICIT -
       Beginning of
       period         $(50,626,208) $(45,170,284) $(49,527,082) $(45,972,044)
      Net (loss)
       income for the
       period             (471,053)       43,484    (1,570,179)      845,244
                      ------------- ------------- ------------- -------------
      DEFICIT - End
       of period      $(51,097,261) $(45,126,800) $(51,097,261) $(45,126,800)
                      ------------- ------------- ------------- -------------
                      ------------- ------------- ------------- -------------



                          POINTS INTERNATIONAL LTD.
    UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
                   AND ACCUMULATED OTHER COMPREHENSIVE LOSS
                     (Expressed in United States dollars)

    FOR THE PERIODS
     ENDED JUNE 30,       Three Month Period           Six Month Period
    -------------------------------------------------------------------------
                              2009          2008          2009          2008
    -------------------------------------------------------------------------
    COMPREHENSIVE
     (LOSS)/INCOME
      Net (loss)/
       income for the
       period         $   (471,053) $     43,484  $ (1,570,179) $    845,244
                      ------------- ------------- ------------- -------------
    Comprehensive
     (loss)/income    $   (471,053) $     43,484  $ (1,570,179) $    845,244
                      ------------- ------------- ------------- -------------

    ACCUMULATED OTHER
     COMPREHENSIVE LOSS

      Balance -
       Beginning of
       period         $ (2,566,230) $ (2,566,230) $ (2,566,230) $ (2,566,230)
                      ------------- ------------- ------------- -------------
      Balance - End
       of period      $ (2,566,230) $ (2,566,230) $ (2,566,230) $ (2,566,230)
                      ------------- ------------- ------------- -------------
                      ------------- ------------- ------------- -------------



                          POINTS INTERNATIONAL LTD.
           UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
                     (Expressed in United States dollars)

    FOR THE PERIODS
     ENDED JUNE 30,       Three Month Period           Six Month Period
    -------------------------------------------------------------------------
                              2009          2008          2009          2008
    -------------------------------------------------------------------------
    CASH FLOWS FROM
     OPERATING
     ACTIVITIES
    Net (loss)/income $   (471,053) $     43,484  $ (1,570,179) $    845,244
    Items not
     affecting cash
      Amortization of
       property and
       equipment            91,756       118,414       174,459       229,801
      Amortization of
       intangible assets    85,520       136,098       174,398       269,953
      Amortization of
       deferred costs            -       120,360         1,629       240,720
      Future income
       taxes                78,000                     218,815
      Unrealized
       foreign exchange
       gain               (729,492)      (81,609)     (412,310)     (962,340)
      Employee stock
       option expense      166,468       165,356       323,733       327,363
      Interest on
       Series Two and
       Four Preferred
       Shares                    -       225,516             -       516,577
    Changes in non-cash
     balances related
     to operations      (1,139,054)     (366,424)    1,942,644     5,931,625
                      ------------- ------------- ------------- -------------
    CASH FLOWS (USED
     IN) PROVIDED BY
     OPERATING
     ACTIVITIES         (1,917,855)      361,195       853,189     7,398,943
                      ------------- ------------- ------------- -------------

    CASH FLOWS FROM
     INVESTING
     ACTIVITIES
      Additions to
       property and
       equipment           (87,639)      (54,735)     (209,477)     (147,640)
      Additions to
       intangible
       assets             (166,890)     (141,689)     (177,259)     (217,942)
      Sale of
       short-term
       investments               -     7,537,903             -     7,537,903
      Purchase of
       short-term
       investments               -             -             -    (4,975,494)
                      ------------- ------------- ------------- -------------
    CASH FLOWS (USED
     IN) PROVIDED BY
     INVESTING
     ACTIVITIES           (254,529)    7,341,479      (386,736)    2,196,827
                      ------------- ------------- ------------- -------------
    CASH FLOWS FROM
     FINANCING
     ACTIVITIES
      Loan repayments            -             -             -        (5,927)
      Share issuance
       on capital
       transaction               -     1,799,041             -     1,799,041
      Issuance of
       capital stock
       on exercise of
       stock options
       and warrants              -       168,715             -       262,011
                      ------------- ------------- ------------- -------------
    CASH FLOWS PROVIDED
     BY FINANCING
     ACTIVITIES                  -     1,967,756             -     2,055,125
                      ------------- ------------- ------------- -------------

    EFFECT OF EXCHANGE
     RATE CHANGES ON
     CASH HELD IN
     FOREIGN CURRENCY      674,996        23,613       372,615       109,865
                      ------------- ------------- ------------- -------------
    (DECREASE) INCREASE
     IN CASH AND CASH
     EQUIVALENTS        (1,497,388)    9,694,043       839,068    11,760,760
    CASH AND CASH
     EQUIVALENTS -
     Beginning of the
     period             25,190,950    23,602,695    22,854,494    21,535,978
                      ------------- ------------- ------------- -------------
    CASH AND CASH
     EQUIVALENTS -
     End of the
     period           $ 23,693,562  $ 33,296,738  $ 23,693,562  $ 33,296,738
                      ------------- ------------- ------------- -------------
                      ------------- ------------- ------------- -------------

    Supplemental
    ------------
     Information
     -----------
      Interest
       received       $      8,931  $    169,973  $     57,170  $    443,905
      Interest paid   $         76  $         87  $      3,562  $      1,164
    





For further information:

For further information: Anthony Lam, Chief Financial Officer, Points
International Ltd., (416) 596-6382, anthony.lam@points.com; Alex Wellins or
Brinlea Johnson, The Blueshirt Group, (415) 217-7722, alex@blueshirtgroup.com,
or brinlea@blueshirtgroup.com

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POINTS INTERNATIONAL LTD.

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