Tangarine shareholders approve Plan of Arrangement

Tangarine Payment Solutions Corp. announced that on the annual and special meeting held on February 19, 2009, more than 98% of common shareholders and holders of Series I preferred shares of Tangarine voting together and 95% of "minority shareholders" of Tangarine, voting separately as a class approved the plan of arrangement that involves Tangarine and 4491157 Canada Inc. (the "Purchaser"), an affiliate of Pivotal Payments Corporation (the "Arrangement"). 

In accordance with the Arrangement (i) all of the outstanding common shares of Tangarine will be bought out for the price of $0.22 per common share in cash, and (ii) all of the outstanding Series I preferred shares of the company will be bought out for an aggregate purchase price of $3,839,000 in cash. 

However, the Arrangement is still subject to the approval of the Ontario Superior Court of Justice (the "Court"), and to regulatory approvals and the completion of various closing conditions, such as the ability of the Purchaser to secure the financing of the purchase price. The Arrangement is expected to close by the end of February, 2009. The terms of the Arrangement also state that Tangarine will amalgamate with the Purchaser, Tangarine's shares will be de-listed from the TSX Venture Exchange and Tangarine will apply to the relevant securities regulatory authorities for an order deeming it to cease to be a reporting issuer. 

Moreover, shareholders re-elected Tangarine's current board of directors, appointed auditors for the current year and confirmed the existing stock option plan.