TORONTO, ONTARIO--(Marketwire - April 27, 2012) - VersaPay Corporation (TSX VENTURE:VPY) ("VersaPay" or the "Company"), a provider of merchant credit and debit card payment processing and e-mail money transfer (EMT) solutions, today announced its financial and operational results for the year ended December 31, 2011. All amounts are in Canadian dollars unless otherwise noted.

Fiscal 2011 Highlights

• Grew year over year revenues by 19% and grew recurring revenue by 22%
• Improvement in Adjusted EBITDA¹ to $(0.4) million from $(1.4) million in 2011, as a result of Company's sales growth and cost-cutting initiatives
• Added numerous new clients, including Corus Radio and Flight Network
• Continued to invest in the VersaPay EMT product
• Subsequent to year-end, completed an equity financing for gross proceeds of $2.07 million

Q4 2011 Financial Summary²

	Three months ending December 31		Year ended December 31
	Q4 2011	Q4 2010	2011	2010
Recurring Revenues3	$3.7M	$3.3M	$14.9M	$12.2M
Non-recurring revenue4	$.02M	$.09M	$.2M	$.5M
TOTAL Revenue	$3.7M	$3.4M	$15.1M	$12.7M
Cash Operating Expenses5	$1.0M	$0.9M	$3.5M	$4.6M
Adjusted EBITDA1	$(0.2)M	$(0.2)M	$(0.4)M	$(1.4)M
Loss from continuing operations	$(0.4)M	$(0.3)M	$(0.9)M	$(2.4)M
	December 31, 2011		December 31, 2010
Cash		$0.6 M		$1.1 M

"We are very pleased with our financial and business results for fiscal 2011. We were able to grow our recurring revenue base, improve our adjusted EBITDA results and win several important new client relationships," commented Bill McGill, CEO of VersaPay. "We have carried this momentum into the current fiscal year with the announcement of a number of new important partnerships, including Hockey Canada and Wave Accounting. We also improved our balance sheet through a $2 million equity offering, allowing us to expand our investment in sales and marketing, product development and customer care. Looking ahead, we believe we are well positioned to continue to grow and gain market share in the payment processing market."

Bill McGill added, "The fourth quarter is traditionally a slower quarter for our business, yet we were able to maintain year over year double-digit top-line growth. This was also the only quarter during fiscal 2011 where our adjusted EBITDA results did not improve year over year, however this was the result of a number of one- time expenses, without which we would have seen year over year improvement."

Q4 2011 Financial Review

Total revenue for Q4 2011 increased 11% to $3.7 million from $3.4 million in Q4 2010. Of this amount, recurring revenue for Q4 2011 increased 13% to $3.7 million from $3.3 million in Q4 2010. The year-over- year improvement was driven primarily by growth in the Company's transaction processing fees.

Cash operating expense (excluding amortization and share-based payments) increased 15% to $1.0 million from $0.9 million in Q4 2011 from the same period 2010.

Adjusted EBITDA for Q4 2011 was $(0.2) million, and is consistent with Q4 2010 of $(0.2) million.

Loss from continuing operations for Q4 2011 was $(0.4) million. This compares to a loss from continuing operations of $(0.3) million for Q4 2010.

Annual Results

Total revenue for 2011 increased 19% to $15.1 million from $12.7 million in 2010. Of this amount, recurring revenue for 2011 increased 22% to $14.9 million from $12.2 million in 2010. The year-over-year improvement was driven primarily by growth in the Company's transaction processing fees.

Cash operating expense (excluding amortization and share-based payments) decreased 22% to $3.6 million from $4.6 million for 2011 versus 2010. The decrease in cash operating costs over 2010 primarily relates to 2010 having additional costs from the Company becoming publicly traded and the implementation of cost control measures in 2011.

Adjusted EBITDA for 2011 was $(0.4) million, compared to $(1.4) million in 2010.

Loss from continuing operations for 2011 was $(0.9) million, versus a loss of $(2.4) million from the prior year.

As at December 31, 2011 VersaPay had cash $0.6 million, compared to $1.1 million as at December 31, 2010.

¹ Adjusted EBITDA is defined as Earnings Before Interest, Taxes, Depreciation, Amortization and Share-based payments. See table A.

² A complete set of financial statements and notes and MD&A for the year ended December 31, 2011 will be available on the Company's website at www.versapay.com and on SEDAR.

³ Defined as Transaction processing fees + VersaCard/EMT fees

⁴ Defined as Product sales (point-of-sale devices) and other

⁵ Defined as operating expense excluding amortization and share-based payments

Table A

	Three months ending December 31				Year ended December 31
	Q4 2011		Q4 2010		2011		2010
Adjusted EBITDA1	(237,779	)	(166,951	)	(406,825	)	(1,405,988	)
Stock-based compensation	(42,193	)	(42,350	)	(193,612	)	(448,481	)
Listing expense	-		-		-		(396,000	)
Interest expense	(38,366	)	(4,965	)	(150,385	)	4,588
Amortization	(44,672	)	(42,181	)	(172,601	)	(141,998	)
Loss from continuing operations	(363,010	)	(256,447	)	(923,423	)	(2,387,879	)

About VersaPay

VersaPay's financial technology enables businesses and consumers across Canada to accept and process credit, debit and gift card transactions. As a payment services and financial technology company serving more than 2,500 Canadian businesses, VersaPay, in conjunction with its partners, provides the hardware, technology, infrastructure and support services that businesses of all types require to accept and process electronic payments from their consumers and clients.

While its core business is payment processing services, VersaPay also provides enhanced financial technology solutions such as VersaPay EMT - the Company's proprietary Electronic Bill Presentment and Payment solution - which enables merchants and consumers to easily transact with one another.

VersaPay is headquartered in Vancouver, Canada and has operations in Toronto and Montreal. To learn more about VersaPay, visit http://www.versapay.com.

Forward Looking and Other Cautionary Statements

This news release contains forward-looking statements and information that are based on the beliefs of management and reflect the Company's current expectations. When used in this news release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology, are intended to identify forward-looking statements and information. Such statements and information reflect the current view of the Company with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, risks relating to the speculative nature of the Company's business, the Company's formative stage of development and the Company's financial position. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and the Company undertakes no obligation to update forward looking statements if these beliefs, estimates and opinions or other circumstances should change.

Investors are cautioned against attributing undue certainty to forward-looking statements. There are a number of important factors that could cause the Company's actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others, risks related to following: the Company's financial position and the potential need for future financings, the ability of the Company to maintain its relationship with its strategic partner for payment processing, the efforts and abilities of the senior management team, the ability of the Company to attract and retain skilled management, competition in the payment processing industry, and the Company's ability to respond to technological change and protect its intellectual property rights.

The Company cautions that the foregoing list of material factors is not exhaustive. When relying on the Company's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed a certain progression, which may not be realized. It has also assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. There can be no assurance that such assumptions will reflect the actual outcome of such items or factors.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE SECURITIES LEGISLATION.

	December 31, 2011		December 31, 2010		January 1, 2010
	$		$		$
ASSETS
Current
Cash and cash equivalents	559,497		1,121,816		206,763
Funds held for merchants	443,005		474,177		365,518
Receivables	417,154		465,341		307,675
Prepaid expenses	28,685		18,686		17,133
Current assets of discontinued operations	-		-		29,133
	1,448,341		2,080,020		926,222
Share issue costs	-		-		425,536
Equipment	397,530		360,837		318,735
Intangible assets	97,564		140,763		101,592
Non-current assets of discontinued operations	-		-		161,012
	1,943,435		2,581,620		1,933,097
LIABILITIES
Current
Accounts payable and accrued liabilities	535,741		440,784		1,259,384
Funds due to merchants	443,005		474,177		365,518
Deferred revenue
Loan payable	-		-		225,000
Current portion of obligations under finance lease	53,026		46,257		36,819
Current liabilities of discontinued operations	-		-		76,728
	1,031,772		961,218		1,963,449
Obligations under finance lease, net of current portion	52,872		90,628		97,546
Promissory note	576,569		534,741		-
	1,661,213		1,586,587		2,060,995
EQUITY
Share capital	7,891,062		7,819,002		4,872,073
Shares subscriptions received	-		-		288,958
Contributed surplus	1,010,525		865,645		687,955
Warrants	690,291		696,619		-
Deficit	(9,309,656	)	(8,386,233	)	(5,984,453	)
Equity attributed to owners of the parent	282,222		995,033		(135,467	)
Non-controlling interest in Positive Inc.	-		-		7,569
Total equity	282,222		995,033		(127,898	)
	1,943,435		2,581,620		1,933,097

		Year ended December 31
		2011		2010
		$		$
Revenue
	Transaction processing fees	14,667,516		11,977,366
	Product sales and other	233,040		490,001
	VersaCard/EFT and EMT Fees	234,582		201,225
		15,135,138		12,668,592
Expenses
	Cost of services	10,437,263		8,282,957
	Cost of products sold and other	1,499,722		1,485,193
	VersaCard/EFT and EMT costs	133,721		75,547
	Depreciation and amortization	172,601		141,998
	Bank charges and interest	150,385		(4,588	)
	Consulting fees	271,290		201,523
	General and administrative	378,094		352,999
	Listing expense	-		396,000
	Marketing and promotion	151,505		184,368
	Professional fees	260,470		637,130
	Rent and occupancy	290,897		281,928
	Salaries and benefits	1,709,970		2,080,800
	Share based payments	193,612		448,481
	Telecom and wireless connection fees	288,788		380,469
	Travel	120,243		111,666
		16,058,561		15,056,471
Loss from continuing operations		(923,423	)	(2,387,879	)
Income from discontinued operations		-		26,496
Net loss and comprehensive loss for the year		(923,423	)	(2,361,383	)
Loss from continuing operations attributable to:
Non-controlling interest		-		-
Owners of the parent		(923,423	)	(2,387,879	)
Loss from continuing operations		(923,423	)	(2,387,879	)
Income from discontinued operations attributable to:
Non-controlling interest		-		(1,667	)
Owners of the parent		-		28,163
Income from discontinued operations		-		26,496
Net loss and comprehensive loss for the year attributable to:
Non-controlling interest		-		(1,667	)
Owners of the parent		(923,423	)	(2,359,716	)
Net loss and comprehensive loss for the year		(923,423	)	(2,361,383	)
Loss per share
Basic		$ (0.07	)	$ (0.19	)
Diluted		$ (0.07	)	$ (0.19	)
Weighted average number of common shares outstanding, basic and diluted		12,994,430		12,740,108

		Share							Non-
	Issued	subscriptions	Contributed						controlling
	Capital	received	Surplus		Warrants		Deficit		Interest	Total Equity
As at December 31, 2010	$ 7,819,002	$ -	$ 865,645		$ 696,619		$ (8,386,233	)	$ -	$ 995,033
Net Loss for the year	-	-	-		-		(923,423	)	-	(923,423	)
Exercise of options	72,060	-	(55,060	)	-		-		-	17,000
Share based payments	-	-	193,612		-		-		-	193,612
Warrants expired	-	-	6,328		(6,328	)	-		-	-
At December 31, 2011	$ 7,891,062	$ -	$ 1,010,525		$ 690,291		$ (9,309,656	)	$ -	$ 282,222

			Share								Non-
	Issued		subscriptions		Contributed						controlling
	Capital		received		Surplus		Warrants		Deficit		Interest		Total Equity
As at January 1, 2010	$ 4,872,073		$ 288,958		$ 687,955		$ -		$ (5,984,453	)	$ 7,569		$ (127,898	)
Net Loss for the year	-		-		-		-		(2,359,716	)	(1,667	)	(2,361,383	)
Exercise of options	564,070		-		(463,330	)	-		-		-		100,740
Listing expense	396,000		-		-		-		-		-		396,000
Revaluation of warrants on amalgamation	-		-		-		42,064		(42,064	)	-		-
Shares issued in reverse takeover	(173,426	)	-		-		-		-		-		(173,426	)
Fair value of options issued in reverse takeover	(53,071	)	-		53,071		-		-		-		-
Fair value of warrants issued in reverse takeover	(15,040	)	-		-		15,040		-		-		-
Redemption of shares upon sale of Positive Inc.	(134,015	)	-		-		-		-		(5,902	)	(139,917	)
Granted in relation to financing received (note 17)	-		-		-		308,459		-		-		308,459
Warrants exercised	77,260		-		-		(23,418	)	-		-		53,842
Warrants expired	-		-		2,786		(2,786	)	-		-		-
Issued in private placement	2,642,411		(288,958	)	136,682		-		-		-		2,490,135
Value of warrants issued in private placement	(357,260	)	-		-		357,260		-		-		-
Share based payments	-		-		448,481		-		-		-		448,481
At December 31, 2010	$ 7,819,002		$ -		$ 865,645		$ 696,619		$ (8,386,233	)	$ -		$ 995,033

			Year ended December 31,
			2011		2010
			$		$
Cash Provided By (Used In) Operating Activities
	Net loss for the year		(923,423	)	(2,361,383	)
		Items not affecting cash:
		Depreciation of equipment	115,833		115,241
		Amortization of intangible assets	56,768		26,757
		Interest accreted on promissory note	41,828		-
		Cancellation of JG Capital loan interest	-		14,271
		Share based payment	193,612		448,481
		Listing expenses	-		396,000
	Change in non-cash working capital items
		Receivables	48,187		(157,666	)
		Prepaid expenses	(9,999	)	(1,553	)
		Accounts payable and accrued liabiliies	94,957		(832,872	)
	Cash used in continuing operations		(382,237	)	(2,352,724	)
	Cash used in discontinued operations		-		(26,503	)
			(382,237	)	(2,379,227	)
Cash (Used in) in Investing Activities
	Acquisition of equipment		(124,704	)	(105,690	)
	Intangible assets		(13,569	)	(65,928	)
	Cash used in continuing operations		(138,273	)	(171,618	)
	Cash used in discontinued operations		-		-
			(138,273	)	(171,618	)
Cash Provided by (Used In) Financing Activities
	Issuance of common shares, net of issurance costs		17,000		2,671,831
	Finance lease payments		(58,809	)	(49,133	)
	Promissory note		-		843,200
	Cash used in continuing operations		(41,809	)	3,465,898
	Cash used in discontinued operations		-		-
			(41,809	)	3,465,898
(Decrease) increase in cash and cash equivalents			(562,319	)	915,053
Cash and cash equivalents, beginning of year			1,121,816		206,763
Cash and cash equivalents, end of year			559,497		1,121,816