6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November, 2013

Commission File Number 001-35078

POINTS INTERNATIONAL LTD.
(Translation of registrant's name into English)

171 John Street, 5^th Floor, Toronto, Ontario, M5T 1X3, Canada
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. 
Form 20-F [  ]      Form 40-F [X]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [  ]

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [  ]

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [  ]   No [X]

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________________.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Points International Ltd.
	(Registrant)
Date: November 6, 2013	By:	/s/ Mr. Anthony Lam
		Mr. Anthony Lam
	Title:	Chief Financial Officer

NYC#: 108692.1	Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
SEC1815(04-09)

SUBMITTED HEREWITH

Exhibits

99.1	Condensed Consolidated Interim Financial Statements for the Period Ended September 30, 2013
99.2	Management’s Discussion and Analysis for the Period Ended September 30, 2013
99.3	Form 52-109F2 - Certification of Interim Filings - CEO
99.4	Form 52-109F2 - Certification of Interim Filings - CFO
99.5	News Release Dated November 6, 2013

EX-99.1

Contents

	Page
Condensed consolidated interim financial statements
Condensed consolidated interim balance sheets	2
Condensed consolidated interim statements of comprehensive income	3
Condensed consolidated interim statements of changes in equity	4
Condensed consolidated interim statements of cash flows	5
Notes to the condensed consolidated interim financial statements	6

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Points International Ltd.
Condensed Consolidated Interim Balance Sheets

Expressed in thousands of United States dollars
(Unaudited)

As at	Note		September 30,			December 31,
			2013			2012
ASSETS
Current assets
Cash and cash equivalents		$	50,875		$	45,108
Restricted cash			1,615			3,202
Funds receivable from payment processors			6,362			10,057
Security deposits			-			2,780
Accounts receivable			2,208			1,912
Prepaid expenses and other assets			878			940
Total current assets		$	61,938		$	63,999
Non-current assets
Property and equipment			2,056			2,207
Intangible assets			1,667			2,856
Goodwill			2,580			2,580
Deferred tax assets			6,444			6,485
Long-term investment	10		2,500			-
Other assets			551			617
Total non-current assets		$	15,798		$	14,745
Total assets		$	77,736		$	78,744
LIABILITIES
Current liabilities
Accounts payables and accrued liabilities			3,782			4,673
Payable to loyalty program partners			42,684			44,912
Current portion of other liabilities			932			594
Total current liabilities		$	47,398		$	50,179
Non-current liabilities
Other liabilities			501			738
Total non-current liabilities		$	501		$	738
Total liabilities		$	47,899		$	50,917
SHAREHOLDERS’ EQUITY
Share capital	4		58,513			57,564
Contributed surplus			9,991			10,105
Accumulated other comprehensive loss			(194	)		(54	)
Accumulated deficit			(38,473	)		(39,788	)
Total shareholders’ equity		$	29,837		$	27,827
Total liabilities and shareholders’ equity		$	77,736		$	78,744
Subsequent event	10

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

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Points International Ltd.
Condensed Consolidated Interim Statements of Comprehensive Income

Expressed in thousands of United States dollars, except per share amounts
(Unaudited)

	Note		For the three months						For the nine months
			ended						ended
			September			September			September			September
			30, 2013			30, 2012			30, 2013			30, 2012
REVENUE
Principal		$	52,479		$	32,172		$	126,970		$	91,720
Other partner revenue			1,947			2,159			6,274			6,960
Interest			15			8			39			26
Total Revenue		$	54,441		$	34,339		$	133,283		$	98,706
EXPENSES
Direct cost of principal revenue			45,707			27,300			110,481			78,124
Employment costs			4,864			3,791			13,733			10,995
Marketing & communications			267			419			843			1,119
Technology services			214			149			772			480
Depreciation and amortization			803			715			2,570			2,075
Foreign exchange gain			(50	)		(19	)		(46	)		(35	)
Operating expenses			1,059			1,128			3,423			3,218
Total Expenses		$	52,864		$	33,483		$	131,776		$	95,976
OPERATING INCOME		$	1,577		$	856		$	1,507		$	2,730
Interest and other Income			-			(8	)		-			(8	)
OPERATING INCOME BEFORE INCOME TAX		$	1,577		$	864		$	1,507		$	2,738
Income tax expense			432			118			192			114
NET INCOME		$	1,145		$	746		$	1,315		$	2,624
OTHER COMPREHENSIVE INCOME (LOSS)
Items that will subsequently be reclassified to profit or loss:
Gain (loss) on foreign exchange derivatives designated as cash flow hedges, net of income tax expense of $45 and income tax recovery of $111 respectively for the three and nine months ended September 30, 2013 (2012: expense of $78 and $93)			124			216			(308	)		257
Reclassification to net income of loss (gain) on foreign ex- change derivatives designated as cash flow hedges, net of income tax recovery of $44 and $60, respectively, for the three and nine months ended September 30, 2013 (2012 – expense of $18 and $40)			123			(50	)		168			(113	)
Other comprehensive income (loss) for the period, net of income tax		$	247		$	166		$	(140	)	$	144
TOTAL COMPREHENSIVE INCOME		$	1,392		$	912		$	1,175		$	2,768
EARNINGS PER SHARE
Basic earnings per share	5	$	0.08		$	0.05		$	0.09		$	0.17
Diluted earnings per share	5	$	0.07		$	0.05		$	0.08		$	0.17

The accompanying notes are an integral part of these condensed consolidated interim financial statements

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Points International Ltd.
Condensed Consolidated Interim Statements of Changes in Equity

		Attributable to equity holders of the Company
Expressed in thousands of United States dollars		Share Capital			Contributed			Total Capital			Unrealized			Accumulated			Accumulated			Total
(Unaudited)					Surplus						gains (losses)			other com-			deficit			shareholders’
											on cash flow			prehensive						equity
											hedges			income (loss)
Balance at December 31, 2012	$	57,564		$	10,105		$	67,669		$	(54	)	$	(54	)	$	(39,788	)	$	27,827
Net lncome		-			-			-			-			-			1,315			1,315
Other comprehensive loss		-			-			-			(140	)		(140	)		-			(140	)
Total comprehensive income		-			-			-			(140	)		(140	)		1,315			1,175
Effect of share option compensation plan		-			462			462			-			-			-			462
Effect of RSU compensation plan		-			358			358			-			-			-			358
Share issuances		1,544			(934	)		610			-			-			-			610
Share capital held in trust		(595	)		-			(595	)		-			-			-			(595	)
Balance at September 30, 2013	$	58,513		$	9,991		$	68,504		$	(194	)	$	(194	)	$	(38,473	)	$	29,837
Balance at December 31, 2011	$	57,378		$	9,671		$	67,049		$	43		$	43		$	(48,050	)	$	19,042
Net Income		-			-			-			-			-			2,624			2,624
Other comprehensive income		-			-			-			144			144			-			144
Total comprehensive income		-			-			-			144			144			2,624			2,768
Effect of share option compensation plan		-			475			475			-			-			-			475
Effect of RSU compensation plan		-			166			166			-			-			-			166
Share issuances		1,138			(426	)		712			-			-			-			712
Share capital held in trust		(960	)		-			(960	)		-			-			-			(960	)
Balance at September 30, 2012	$	57,556		$	9,886	$		67,442		$	187		$	187		$	(45,426	)	$	22,203

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

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Points International Ltd.
Condensed Consolidated Interim Statements of Cash Flows

Expressed in thousands of United States dollars	Note		For the three months						For the nine months
(Unaudited)			Ended						Ended
			September			September			September			September
			30, 2013			30, 2012			30, 2013			30, 2012
Cash flows from operating activities
Net income for the period		$	1,145		$	746		$	1,315		$	2,624
Adjustments for:
Depreciation of property and equipment			229			155			892			424
Amortization of intangible assets			574			560			1,678			1,651
Unrealized foreign exchange loss			455			166			165			82
Equity-settled share-based payment transactions	6		292			222			820			641
Deferred income tax expense			415			110			92			100
Unrealized net gain/loss on derivative contracts desig-			335			225			(191	)		196
nated as cash flow hedges
Changes in non-cash balances related to operations	8		1,321			365			3,289			(4,790	)
Net cash provided by operating activities		$	4,766		$	2,549		$	8,060		$	928
Cash flows from investing activities
Acquisition of property and equipment			(101	)		(203	)		(742	)		(531	)
Additions to intangible assets			(217	)		(216	)		(489	)		(509	)
Long-term Investment			-			-			(2,500	)		-
Changes in restricted cash			-			-			1,575			-
Purchase of convertible debenture			-			-			-			(255	)
Net cash used in investing activities		$	(318	)	$	(419	)	$	(2,156	)	$	(1,295	)
Cash flows from financing activities
Proceeds from exercise of share options			240			25			610			712
Payment for share purchases			-			(472	)		(595	)		(960	)
Net cash provided by (used in) financing activities		$	240		$	(447	)	$	15		$	(248	)
Net increase (decrease) in cash and cash equivalents		$	4,688		$	1,683		$	5,919		$	(615	)
Cash and cash equivalents at beginning of the period			46,646			32,640			45,108			34,853
Effect of exchange rate fluctuations on cash held			(459	)		(178	)		(152	)		(93	)
Cash and cash equivalents at end of the period		$	50,875		$	34,145		$	50,875		$	34,145
Interest Received		$	15		$	(2	)	$	42		$	16
Interest Paid		$	-		$	(9	)	$	-		$	(9	)
Taxes Paid		$	14		$	1		$	53		$	5

Amounts paid and received for interest were reflected as operating cash flows in the condensed consolidated interim statements of cash flows.

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

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1. REPORTING ENTITY

Points International Ltd. (the “Corporation”) is a company domiciled in Canada. The address of the Corporation’s registered office is 171 John Street, 5th Floor, Toronto, ON, Canada M5T 1X3. The condensed consolidated interim financial statements of the Corporation as at and for the three and nine months ended September 30, 2013 comprise the Corporation and its wholly-owned subsidiaries, Points International (US) Ltd., Points International (UK) Ltd., and Points.com Inc.

The Corporation operates in one segment, providing web-based solutions to the loyalty program industry. The range of ecommerce services include the retailing and wholesaling of loyalty program currencies, a range of additional ecommerce products that enhance either the loyalty program’s consumer offering or its back-end operations, and management of an online consumer-focused loyalty points management web-portal. The Corporation’s operations are moderately influenced by seasonality. Historically, revenues are highest in the fourth quarter in each year as redemption volumes and promotional activity typically peak at this time.

The consolidated financial statements of the Corporation as at and for the year ended December 31, 2012 are available at www.sedar.com or www.sec.gov.

2. BASIS OF PREPARATION

(a) Statement of compliance

The condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, Interim Financial Reporting as issued by the International Accounting Standard Board (“IASB”). The condensed consolidated interim financial statements do not include all the information required for full annual financial statements.

The condensed consolidated interim financial statements were authorized for issue by the Board of Directors on November 6^th, 2013.

(b) Basis of measurement

These condensed consolidated interim financial statements have been prepared on the historical cost basis except for derivative financial instruments and non-derivative financial instruments at fair value through profit or loss, which are measured at their fair value. In addition, these condensed consolidated interim financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

3. SIGNIFICANT ACCOUNTING POLICIES

These unaudited condensed consolidated interim financial statements follow the same accounting policies and methods of application as the 2012 financial statements. In addition, the Corporation adopted the following accounting pronouncements, which are effective for the Corporation’s interim and annual consolidated financial statements commencing January 1, 2013.

IFRS 10, Consolidated Financial Statements

In May 2011, the IASB issued IFRS 10, Consolidated Financial Statements ("IFRS 10"). IFRS 10, which replaces the consolidation requirements of SIC-12 Consolidation-Special Purpose Entities and IAS 27 Consolidated and Separate Financial Statements, establishes principles for the presentation and preparation of consolidated financial statements when an entity controls one or more other entities. There was no impact to the unaudited condensed consolidated interim financial statements upon adoption.

IFRS 13, Fair Value Measurement

In May 2011, the IASB issued IFRS 13, Fair Value Measurement ("IFRS 13"). IFRS 13 replaces the fair value guidance contained in individual IFRS with a single source of fair value measurement guidance. The standard also requires disclosures that enable users to assess the methods and inputs used to develop fair value measurements. There was no measurement impact to the unaudited condensed consolidated interim financial statements upon adoption.

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IAS 1, Presentation of Financial Statements: Presentation of Items of Other Comprehensive Income

In June 2011, the IASB published amendments to IAS 1, Presentation of Financial Statements: Presentation of Items of Other Comprehensive Income, which requires that an entity present separately the items of OCI that may be reclassified to profit or loss in the future from those that would never be reclassified to profit or loss. The Company has reflected this in the Consolidated Statement of Comprehensive Income.

New standards and interpretations not yet adopted

International Financial Reporting Standard 9, Financial Instruments (“IFRS 9”), was issued in November 2009. It addresses classification and measurement of financial assets and replaces the guidance in IAS 39 Financial Instruments: Recognition and Measurement, on the classification and measurement of financial assets. The Standard eliminates the existing IAS 39 categories of held to maturity, available-for-sale and loans and receivables and financial assets will be classified into one of two categories on initial recognition: amortized cost or fair value. IFRS 9 (2010) supersedes IFRS 9 (2009). IFRS 9 (2010) added guidance to IFRS 9 (2009) on the classification and measurement of financial liabilities. IASB tentatively decided to defer the mandatory effective date of IFRS 9 and that the mandatory effective date should be left open pending the finalization of the impairment and classification and measurement requirements. The extent of the impact of adoption of IFRS 9 (2010) has not yet been determined.

4. SHARE CAPITAL

Authorized with no Par Value
Unlimited common shares
Unlimited preferred shares

Issued
The balance of capital stock is summarized as follows (all amounts in US dollars unless otherwise noted):

Common shares	Number		Amount
Balance at December 31, 2012	15,168,239	$	57,564
Exercise of share options(1)	167,170		1,451
Share capital held in trust(2)	-		(502	)
Balance at September 30, 2013	15,335,409	$	58,513

(1)	84 options previously issued to employees were exercised at CAD$3.70 per share.
	500 options previously issued to employees were exercised at CAD$4.10 per share.
	70,038 options previously issued to employees were exercised at CAD$4.60 per share.
	500 options previously issued to employees were exercised at CAD$4.90 per share.
	3,000 options previously issued to employees were exercised at CAD$5.00 per share.
	333 options previously issued to employees were exercised at CAD$5.30 per share.
	4,000 options previously issued to employees were exercised at CAD$6.00 per share. 7,500 options previously issued to employees were exercised at CAD$7.00 per share.
	666 options previously issued to employees were exercised at CAD$7.80 per share
	37,552 options previously issued to employees were exercised at CAD$9.00 per share
	83 options previously issued to employees were exercised at CAD$9.02 per share
	7,407 options previously issued to employees were exercised at CAD$9.74 per share.
	166 options previously issued to employees were exercised at CAD$9.86per share.
	1,250 options previously issued to employees were exercised at CAD$10.70 per share. 16,303 options previously issued to employees were exercised at CAD$11.04 per share. 1,238 options previously issued to employees were exercised at CAD$12.49 per share. 16,550 options previously issued to employees were exercised at CAD$18.10 per share.
(2)	11,788 common shares held in trust were issued to employees to fulfill the RSU issuance obligation for units vested on March 19, 2013.
	34,000 common shares have been repurchased and held in trust to fulfill the RSU issuance obligation as the units vest to employees in 2013.

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At September 30, 2013 all issued shares are fully paid. The holders of common shares are entitled to receive dividends if any, and are entitled to one vote per share.

5. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share:

For the three month period ended September 30,		2013		2012
Net income for basic and diluted earnings per share available to common shareholders	$	1,145	$	746
Weighted average number of common shares outstanding – basic		15,244,208		15,162,456
Effect of dilutive securities – share-based payments		345,963		196,061
Weighted average number of common shares outstanding - diluted		15,590,171		15,358,517
Earnings per share - reported
Basic	$	0.08	$	0.05
Diluted	$	0.07	$	0.05

For the nine month period ended September 30,		2013		2012
Net income for basic and diluted earnings per share available to common shareholders	$	1,315	$	2,624
Weighted average number of common shares outstanding – basic		15,209,908		15,120,345
Effect of dilutive securities – share-based payments		293,122		175,686
Weighted average number of common shares outstanding – diluted		15,503,030		15,296,031
Earnings per share - reported
Basic	$	0.09	$	0.17
Diluted	$	0.08	$	0.17

a)      Basic earnings per share

Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period.

b)      Diluted earnings per share

Diluted earnings per share represents what the earnings per share would be if instruments convertible into common shares had been converted at the beginning of the period, or at the time of issuance, if later. In determining diluted earnings per share, the average number of common shares outstanding is increased by the number of shares that would have been issued if all share options with an exercise price below the average share price for the period had been exercised at the beginning of the period, or at the time of issuance, if later. The average number of common shares outstanding is also decreased by the number of common shares that could have been repurchased on the open market at the average share price for the period by using the proceeds from the exercise of share options. Share options with a strike price above the average share price for the period are not adjusted because including them would be anti-dilutive.

The average market value of the Corporation’s shares for purposes of calculating the dilutive effect of share options was based on quoted market prices for the period during which the options were outstanding.

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6. SHARE-BASED PAYMENT

At September 30, 2013, the Corporation had two share-based compensation plans for its employees: a share option plan and a share unit plan.

Share option plan

Under the share option plan, employees, directors and consultants are periodically granted share options to purchase common shares at prices not less than the market price of the common shares on the day prior to the date of grant. The options generally vest over a three-year period and expire at the end of five years from the grant date.

Fair value

The fair value of each option grant is estimated at the date of grant using the Black-Scholes option pricing model. There were no options granted for the three month period ended September 30, 2013. The fair value of options granted in the three and nine months ended September 30, 2013 and 2012 were calculated using the following weighted assumptions:

	Three month period		Nine month period
For the period ended September 30,	2013	2012	2013	2012
Dividend Yield	-	NIL	NIL	NIL
Risk free rate	-	1.18%	1.14%	1.42%
Expected volatility	-	47.07%	39.64%	64.21%
Expected life of options in years	-	4.20	4.20	4.20

A summary of the status of the Corporation’s share option plan since January 1, 2013 is presented below:

		Weighted Average Exercise Price
	Number of Options	(in CAD$)
Balance at January 1, 2013	635,804	$              8.73
Granted	154,158	$            15.97
Exercised	(234,825)	$              9.25
Expired and forfeited	(51,550)	$            16.55
Balance at September 30, 2013	503,587	$              9.90
Exercisable at September 30, 2013	222,858	$              6.92
Options available to grant	581,907

Share unit plan

Under the share unit plan, employees are periodically granted Restricted Share Units (RSUs) and Performance Share Units (PSUs). The RSUs vest either over a period of three years or in full on the third anniversary of the grant date. As at September 30, 2013, 122,521 RSUs were outstanding. To date there have been no PSUs granted to employees, under the share unit plan and there were no PSUs outstanding as at September 30, 2013.

		Weighted Average Fair Value
	Number of RSUs	(in CAD$)
Balance at January 1, 2013	94,318	$            10.91
Granted	58,380	$            16.83
Vested	(11,788)	$              9.74
Forfeited	(18,389)	$            12.73
Balance at September 30, 2013	122,521	$            13.54

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The fair value of each RSU, determined at the date of grant using the volume weighted average trading price per share on the Stock Exchange during the immediately preceding five trading days, is recognized over the RSU’s vesting period and charged to profit or loss with a corresponding increase in contributed surplus.

Under the share unit plan, share units can be settled in cash or shares at the Corporation’s discretion. The Corporation intends to settle all share units in equity at the end of the vesting period. To fulfill this obligation, the Corporation has appointed a trustee to administer the program and will purchase shares from the open market through a share purchase trust on a periodic basis. As at September 30, 2013, 100,212 of the Corporation’s common shares were held in trust.

The Corporation accounts for the share-based awards granted under both plans in accordance with the fair value based method of accounting for equity settled share-based compensation arrangements under IFRS 2. The estimated fair value of the awards that are ultimately expected to vest is recorded over the vesting period as part of employment costs. The compensation cost for all share-based awards that has been charged against profit or loss and included in employment costs is $292 and $820 for the three and nine month period ended September 30, 2013 (2012 - $222 and $641).

7. GUARANTEES, COMMITMENTS AND CONTINGENCIES

		Total		Year 1 (4)		Year 2		Year 3		Year 4		Year 5+
Operating leases(1)	$	2,781	$	726	$	731	$	742	$	474	$	108
Principal revenue(2)		218,633		48,530		93,527		76,576		-		-
Investment
commitment(3)		2,500		2,500		-		-		-		-
	$	223,914	$	51,756	$	94,258	$	77,318	$	474	$	108

(1)	The Corporation is obligated under various non-cancellable operating leases for premises and equipment and service agreements for web hosting services.
(2)	In relation to principal revenue, the Corporation has made contractual guarantees on the minimum value of transactions processed over the term of its agreements with certain loyalty program partners.
(3)	The Corporation has a contractual obligation to make an investment in China Rewards. The obligation is contingent on specific performance milestones being met. Management anticipates the milestones to be met in year 1 (see Note 10).
(4)	The guarantees, commitments and contingencies schedule is prepared on a rolling 12-month basis.

8. SUPPLEMENTAL CASH FLOW INFORMATION

Changes in non-cash balances related to operations are as follows:

		Three months ended						Nine months ended
For the period ended September 30,		2013			2012			2013			2012
Decrease (increase) in funds receivable from payment processors	$	(282	)	$	(367	)	$	3,695		$	3,711
Decrease (increase) in security deposits		-			299			2,780			(182	)
Decrease (Increase) in accounts receivable		(502	)		(67	)		(296	)		729
Decrease (increase) in prepaid expenses and other assets		70			(155	)		62			(148	)
Decrease in other assets		12			24			66			64
(Decrease) increase in accounts payable and accrued liabilities		591			173			(891	)		(502	)
(Decrease) increase in other liabilities		(361	)		67			101			(178	)
(Decrease) increase in payable to loyalty program partners		1,793			391			(2,228	)		(8,284	)
	$	1,321		$	365		$	3,289		$	(4,790	)

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9. OPERATING SEGMENT

The Corporation provides technology solutions to the loyalty program industry and is organized and managed as a single operating segment with its operating results reviewed by the Corporation's chief executive officer, the chief operating decision maker.

Enterprise-wide disclosures - Geographic information

		Three months ended				Nine months ended
For the period ended September 30,		2013		2012		2013		2012
Revenue
United States	$	47,146	$	25,102	$	107,446	$	72,656
Europe		6,616		8,715		23,965		24,686
Canada and other		679		522		1,872		1,364
	$	54,441	$	34,339	$	133,283	$	98,706
Revenue
United States		87%		73%		81%		74%
Europe		12%		25%		18%		25%
Canada and other		1%		2%		1%		1%
		100%		100%		100%		100%

Revenue earned by the Corporation is generated from sales to loyalty program partners directly or from sales directly to members of loyalty programs which the Corporation partners with. Revenues by geographic region are shown above and are based on the country of residence of each of the Corporation’s loyalty partners. At September 30, 2013, substantially all of the Corporation's assets were in Canada.

Dependence on loyalty program partners

For the three month period ended September 30, 2013, there were four (2012 – three) loyalty program partners for which sales to their members individually represented more than 10% of the Corporation’s total revenue. In aggregate these four partners represented 86% (2012 – 76%) of the Corporation’s total revenue.

For the nine month period ended September 30, 2013, there were four (2012 – three) loyalty program partners for which sales to their members individually represented more than 10% of the Corporation’s total revenue. In aggregate these three partners represented 80% (2012 – 75%) of the Corporation’s total revenue.

10. INVESTMENT IN CHINA REWARDS

In 2012, the Corporation entered into a binding agreement to make a minority investment, up to $5,000, in China Rewards, a domestic Chinese retail coalition loyalty program start-up based in Shanghai, People’s Republic of China. The investment will be made in a series of tranches, subject to certain milestones being met.

As at September 30 2013, the Corporation has made an investment of $2,500 in China Rewards. This investment is classified as an available-for-sale security and measured at fair value on the balance sheet with changes in fair value recorded in other comprehensive income.

Subsequent to September 30, 2013, the Corporation completed its second full tranche investment of $1,000 in China Rewards. The investment of the remaining investment tranche is conditional upon specific performance milestones being achieved by China Rewards.

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11. FINANCIAL INSTRUMENTS

Determination of fair value

For funds receivable from payment processors, security deposits, accounts receivable, accounts payable and accrued liabilities and payable to loyalty program partners, their fair values approximates their carrying values at September 30, 2013 due to their short-term maturities.

Fair value hierarchy

The Corporation has determined the estimated fair values of its financial instruments based on appropriate market inputs and valuation methodologies, as disclosed below. Considerable judgment is required to develop certain of these estimates. The estimated fair value amounts can be materially affected by the use of different assumptions or methodologies. The methods and assumptions used to estimate the fair value of each class of financial instruments are discussed below.

The table below analyzes financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:

• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)
• Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Quoted market prices for an identical asset or liability represent a Level 1 valuation. When quoted market prices are not available, the Corporation maximizes the use of observable inputs within valuation models. When all significant inputs are observable, the valuation is classified as Level 2. Valuations that require the use of significant unobservable inputs are considered Level 3. The fair value of financial assets and financial liabilities measured at fair value in the consolidated balance sheet as at September 30, 2013 and December 31, 2012 are as follows:

As at September 30 2013		Level 1		Level 2			Level 3		Total
Assets:
Foreign exchange contracts designated as    cash flow hedges(i)	$	-	$	-		$	-	$	-
Investment in China Rewards		-		-			2,500		2,500
Liabilities:
Foreign exchange contracts designated as    cash flow hedges(i)		-		(240	)		-		(240	)
	$	-	$	(240	)	$	2,500	$	2,260

As at December 31 2012		Level 1		Level 2			Level 3		Total
Assets:
Foreign exchange contracts designated as    cash flow hedges(i)	$	-	$	41		$	-	$	41
Liabilities:
Foreign exchange contracts designated as    cash flow hedges(i)		-		(90	)		-		(90	)
	$	-	$	(49	)	$	-	$	(49	)

(i) The carrying values of the Corporation’s forward contracts is included in prepaid expenses and other assets and current portion of other liabilities in the consolidated balance sheets.

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EX-99.2

POINTS INTERNATIONAL LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS

INTRODUCTION

The following management’s discussion and analysis (‘‘MD&A’’) of the performance, financial condition and future prospects of Points International Ltd. and its subsidiaries (which are also referred to herein as “Points” or the “Corporation”) should be read in conjunction with the Corporation’s unaudited interim financial statements (including the notes thereto) for the three and nine months ended September 30, 2013 and the Corporation’s Press Release dated November 6, 2013 announcing its third quarter 2013 results. Further information, including Points’ Management’s Discussion and Analysis, Annual Information Form (“AIF”) and Form 40-F for the year ended December 31, 2012, may be accessed at www.sedar.com or www.sec.gov. All financial data herein have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and all dollar amounts herein are in thousands of United States dollars unless otherwise specified. This MD&A is dated as of November 6, 2013.

FORWARD-LOOKING STATEMENTS

This MD&A contains or incorporates forward-looking statements within the meaning of United States securities legislation and forward-looking information within the meaning of Canadian securities legislation (collectively, “forward-looking statements”). These forward-looking statements relate to, among other things, revenue, earnings, changes in costs and expenses, capital expenditures and other objectives, strategic plans and business development goals, and may also include other statements that are predictive in nature, or that depend upon or refer to future events or conditions, and can generally be identified by words such as “may”, “will”, “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. Certain significant forward-looking statements included in this MD&A include statements regarding: revenue growth and guidance; the size of the Corporation’s pipeline opportunities; evolving the Corporation’s open platform strategy; improving data and transactional capabilities; expected gross margin dollars and percent; the Corporation’s ability to generate cash through normal course operations to fund capital expenditure needs and current operating and working capital requirements, including under current operating leases; payment of milestone payments with respect to China Rewards; and the financial obligations with respect to revenue guarantees.

Although the Corporation believes the expectations reflected in such forward-looking statements are reasonable, such statements are not guarantees of future performance and involve certain risks and uncertainties that are difficult to predict. Undue reliance should not be placed on such statements. Certain material assumptions are applied in making forward-looking statements and actual results may differ materially from those expressed or implied in such statements. Known and unknown factors could cause actual results to differ materially from those expressed or implied in the forward-looking statements. In particular, the financial outlooks herein assume the Corporation will be able to generate new business from its pipeline at expected margins, in-market and newly launched products and services will perform in a manner consistent with the Corporation’s past experience and the Corporation will be able to contain costs. The Corporation’s ability to convert its pipeline of prospective partners and product launches is subject to significant risk and there can be no assurance that the Corporation will launch new partners or new products with existing partners as expected or planned. Other important assumptions, factors, risks and uncertainties are included in the press release announcing the Corporation’s third quarter 2013 financial results, and those described in Points' other filings with applicable securities regulators, including Points’ AIF, Form 40-F, annual and interim management's discussion and analysis, and annual and interim financial statements and the notes thereto. These documents are available at www.sedar.com and www.sec.gov.

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The forward-looking statements contained in this MD&A are made as at the date of this MD&A 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 MD&A, whether as a result of new information, future events or otherwise.

USE OF NON-IFRS TERMS

The Corporation’s financial statements are prepared in accordance with IFRS. Management uses IFRS and non-IFRS measures, which are defined in the appropriate sections in the body of this MD&A, to better assess the Corporation’s underlying performance and provides this information in this MD&A so that readers may do the same. Readers are cautioned that these terms should not be construed as alternatives to IFRS terms, such as net income, which are determined in accordance with IFRS.

BUSINESS OVERVIEW

Points International Ltd.

Points International Ltd. is a global provider of leading e-commerce solutions for the loyalty rewards industry. The Corporation’s products help the world’s leading loyalty programs increase loyalty member engagement and leverage their online presence in innovative ways. The Corporation delivers e-commerce solutions to loyalty programs on both a private branded and Points’ branded basis. In addition, the Corporation operates the consumer website Points.com, where millions manage their loyalty memberships, learn about new promotions, and exchange points and miles between programs.

Through leading proprietary technology, the Corporation’s e-commerce solutions are utilized by approximately 45 of the world’s leading loyalty programs, including:

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•	American Airlines AAdvantage	•	Scandinavian Airlines EuroBonus
•	Southwest Airlines Rapid Rewards	•	Best Buy Rewards
•	British Airways Executive Club	•	Lufthansa Miles & More
•	Virgin Atlantic Flying Club	•	Saudi Arabian Airlines Alfursan
•	AF-KLM Flying Blue	•	Delta Air Lines SkyMiles
•	Starwood Preferred Guest	•	American Express Membership
•	Hyatt Gold Passport		Rewards
•	LANPASS

In 2013, Points expects to deliver approximately $400 million annually in additional revenue for partners whose loyalty program members number over 500 million. The Corporation’s headquarters are located in Toronto, Canada and its shares are dually listed on the Toronto Stock Exchange (PTS) and on the NASDAQ Capital Market (PCOM).

The Corporation’s revenue is primarily generated by transacting points and miles online. Revenue is principally derived from the sale or transfer of loyalty currencies direct to program members. The Corporation categorizes its revenue in three ways. First, principal revenue includes all principal revenue derived from reseller sales, technology design, development and maintenance revenue, and hosting fees. Under a reseller arrangement, the Corporation takes on a principal role whereby it purchases points and miles from partners at wholesale rates and resells them directly to consumers. In addition, the Corporation may assume additional responsibility when taking a principal role, such as credit and/or inventory risk. Second, other partner revenue is primarily a type of transactional revenue that is realized when the Corporation takes an agency role in the retailing and wholesaling of loyalty currency for loyalty program partners. This also includes other revenue received from partners which are not transactional in nature. Lastly, as part of its operating economics, the Corporation also earns interest income on the cash flows generated by its products and services.

QUARTERLY HIGHLIGHTS

Highlights of operating results for the three months ended September 30, 2013 include:

• Quarterly revenue of $54,441, an increase of $20,102 or 59% over the prior year quarter;

• Quarterly gross margin of $8,734, an increase of $1,695 or 24% over the prior year quarter (please refer to ‘Revenue, Direct Costs and Gross Margin’ on page 5 for definition and explanation);

• Net income of $1,145 higher by $399 or 53% from the prior year quarter;

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• Earnings before interest, taxes, depreciation, amortization and foreign exchange (“EBITDA”) of $2,330, higher by $778 or 50% from the prior year quarter (please refer to ‘EBITDA’ on page 8 for definition and explanation); and

• The Corporation ended the quarter with cash and cash equivalents of $50,875 and no debt.

SELECTED FINANCIAL INFORMATION

The following information is provided to give a context for the broader comments elsewhere in this report.

		For the three months				For the nine months
		ended				ended
(In thousands of US dollars, except per		September		September		Septembe		September
share amounts)		30, 2013		30, 2012		r 30, 2013		30, 2012
Revenue	$	54,441	$	34,339	$	133,283	$	98,706
Gross margin		8,734		7,039		22,802		20,582
Ongoing operating costs		6,404		5,487		18,771		15,812
EBITDA		2,330		1,552		4,031		4,770
Operating income (loss)1		1,577		856		1,507		2,730
Net income Earnings per share	$	1,145	$	746	$	1,315	$	2,624
Basic	$	0.08	$	0.05	$	0.09	$	0.17
Diluted	$	0.07	$	0.05	$	0.08	$	0.17
Weighted average shares outstanding
Basic		15,244,208		15,162,456		15,209,908		15,120,345
Diluted		15,590,171		15,358,517		15,503,030		15,296,031
Total assets	$	77,736	$	58,482	$	77,736	$	58,482
Shareholders' equity	$	29,837	$	22,203	$	29,837	$	22,203

¹ Operating income (loss) is an additional IFRS measure presented in the financial statements, and is defined as Net income (loss) before Interest and Income tax expense (recovery). Management presents this additional IFRS measure to provide comparability of the Corporation’s operating income (loss) before the impact of interest and taxes.

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BUSINESS RESULTS AND OUTLOOK

The Corporation continued to deliver strong financial results for the nine month period ended September 30, 2013. This continued strength is a reflection of the success of the buy, gift, transfer and other loyalty solutions deployed across the Corporation’s partnership base. In addition, during the period the Corporation continued to make progress against its operational objectives while delivering strong quarterly revenue and financial results.

For the third quarter of 2013, the Corporation saw accelerated revenue growth to $54,441, increasing 59%, year over year. Over the same time period, gross margin increased to $8,734, up 24% over the third quarter of 2012. The growth in the Corporation’s revenue and gross margin was the result of increased contributions from new partners launched over the course of 2013 in addition to organic growth from existing partnerships. Similarly, revenue on a year-to-date basis, rose to $133,283, an increase of 35%, and gross margin increased $2,220, or 11%, compared to the prior year period and was primarily driven by the successful addition of new partner launches and ongoing organic growth from the Corporation’s existing partnerships. For the third quarter of 2013, points and miles transacted totaled 4.2 million, an increase of 22% on a year over year basis, with new partner launches, and the impact of marketing and merchandising efforts contributing to growth in activity in the quarter.

The Corporation continues to consider EBITDA to be a measure of success. EBITDA in the third quarter of 2013 was $2,330, increasing 50% on a year over year basis as a result of the strong growth in revenues and gross margin. For the nine month period ended September 30, 2013, EBITDA was lower by $739, or 15%, from the comparable prior year period due to the continuation of strategic investments, primarily in head-count additions, that the company has made since the end of 2012. The investments made in the nine months ended September 30, 2013 focused on adding skill sets in key areas of technology services, product development and marketing, that will further the continued innovation of the Corporation’s core business as well as advance its open platform strategy.

The Corporation anticipates continued revenue and EBITDA growth over the balance of 2013 resulting from continued contribution from partner and product launches made in 2013, as well as continued organic growth from existing partnerships. Management remains focused on making meaningful investments to drive ongoing growth by expanding core business, evolving the open platform strategy, and improving data and transactional capabilities. Management’s estimate of 2013 full-year revenues has been revised to $195,000 to $205,000, which is lower than the revenue guidance previously communicated. Our updated guidance reflects changes in the Corporation’s expectations as it relates to the performance of partner and product deployments throughout the year.

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RESULTS OF OPERATIONS

REVENUE, DIRECT COSTS AND GROSS MARGIN

Gross margin, defined by management as total revenues less direct costs of principal revenue, is a non-IFRS financial measure which does not have any standardized meaning prescribed by IFRS and is therefore unlikely to be comparable to similar measures presented by other issuers. However, gross margin is viewed by management to be an integral measure of financial performance. Management continues to drive a shift in the Corporation’s revenue mix toward reseller relationships (with higher partner engagement) that are expected to lead to sustained profitability for the Corporation. Combined with a focus on making strategic investments, these new deals and products are expected to be accretive to overall profitability.

Direct cost of principal revenue consists of variable direct costs incurred for principal revenues earned under the reseller model, which include the wholesale cost of loyalty currency paid to partners for the purchase and resale of such currency, and credit card processing fees.

		For the three months				For the nine months
		ended				ended
		September		September		September		September
(In thousands of US dollar)		30, 2013		30, 2012		30, 2013		30, 2012
Principal revenue	$	52,479	$	32,172	$	126,970	$	91,720
Other partner revenue		1,947		2,159		6,274		6,960
Interest revenue		15		8		39		26
Total revenue		54,441		34,339		133,283		98,706
Direct cost of principal revenue		45,707		27,300		110,481		78,124
							$
Gross margin	$	8,734	$	7,039	$	22,802		20,582
Gross margin %		16%		21%		17%		21%

The Corporation generated quarterly revenue of $54,441 for the three months ended September 30, 2013, an increase of $20,102 or 59% over the same quarter of 2012. Revenue for the nine month period ended September 30, 2013 increased $34,577, or 35%, over the comparable prior year period. The increase in revenues over the prior year periods is due to the launch of new partnerships and products in 2013, as well as organic growth from existing partnerships.

Principal revenue for the third quarter of 2013 was $52,479, an increase of $20,307 or 63% over the third quarter of 2012. Principal revenue for the nine month period ended September 30, 2013 increased $35,250, or 38%, over the comparable prior year period. The increase in principal revenue over the prior year periods can be largely attributable to the new products and partners launched in 2013, with organic growth from existing partnerships also contributing to increased principal revenue.

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Other partner revenue for the third quarter of 2013 was $1,947, lower by $212 or 10% from the third quarter of 2012. The year over year decrease was largely due to reduced activity with existing partnerships offset by an increase in revenues from new partnerships.

Gross margin for the third quarter of 2013 was $8,734, an increase of $1,695, or 24%, from the prior year quarter. The increase in gross margin dollars was largely driven by new partnerships launched in 2013 as well as organic growth of existing partnerships. As anticipated, gross margin percentage moved from 21% in the third quarter of 2012 to 16% in the third quarter of 2013, largely due to revenue growth from larger principal partnerships, which typically have an overall lower gross margin percentage. On a year to date basis, gross margin for the nine months ended September 30, 2013 increased $2,220, or 11%, over the comparable prior year period. As the Corporation continues to launch larger principal partnerships, it expects to see growth in gross margin dollars, coupled with a gross margin percentage at near current levels.

ONGOING OPERATING COSTS

		For the three months				For the nine months
		ended				ended
		September		September		September		September
(In thousands of US dollars)		30, 2013		30, 2012		30, 2013		30, 2012
Employment costs	$	4,864	$	3,791	$	13,733	$	10,995
Marketing and communications		267		419		843		1,119
Technology services		214		149		772		480
Operating expense		1,059		1,128		3,423		3,218
Total ongoing operating costs	$	6,404	$	5,487	$	18,771	$	15,812

Ongoing operating costs are predominantly cash based expenditures and include employment costs, marketing and communications expenditures, technology service costs and operating expenses. Ongoing operating costs are predominantly incurred in Canadian dollars, exposing the Corporation to foreign exchange risk. To mitigate this exposure, management enters into foreign exchange forward contracts extending out one year to fix the functional currency cost of predictable Canadian dollar expenditures. Ongoing operating costs for the third quarter of 2013 were $6,404, an increase of $917, or 17%, from the third quarter of 2012. For the nine months ended September 30, 2013, ongoing operating costs increased $2,959, or 19%, versus the comparable prior year period.

The increase in ongoing operating costs over the prior periods was primarily attributable to an increase in employment costs related to higher head-counts. In addition, technology costs increased from the prior periods mainly due to costs related to IT system activities.

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Employment Costs

Employment costs include salaries and bonus, employee share-based compensation expense, contract labour charges, recruiting, benefits and other related taxes and are predominantly incurred in Canadian dollars. Employment costs of $4,864 in the third quarter of 2013 increased $1,073, or 28%, from the third quarter of 2012. For the nine months ended September 30, 2013, employment costs increased $2,738 or 25% from the comparable prior year period.

The increase in employment costs over the prior year periods was primarily attributable to an increase in full time equivalents (“FTEs”), which increased from 123 in the third quarter of 2012 to 142 in the third quarter of 2013. Headcount additions made over the last twelve months were primarily focused on additional marketing, technology and product management resources aimed at evolving the Corporation’s open platform strategy and improving data and transactional capabilities. The Corporation will continue to make strategic headcount investments for the balance of 2013 in these areas as it executes on expanding core products and evolving the open platform strategy.

Marketing and Communications

Marketing and communications expenditures consist of loyalty program marketing initiatives, placements on contracted loyalty program websites, public relations related costs, and other on-line marketing and promotional activities. Marketing costs for the third quarter of 2013 decreased $152 or 36% from the third quarter of 2012. For the nine months ended September 30, 2013, marketing costs decreased $276, or 25%, versus the comparable prior year periods.

The decrease in marketing and communication costs compared to the prior year periods was mainly due to timing of marketing and promotional activity.

Technology Services

Technology expenses include online hosting and managed services, equipment rental and software license fees. Costs of technology services increased $65, or 44%, from the third quarter of 2012. For the nine months ended September 30, 2013, technology costs increased $292 or 61% from the comparable prior year period.

The increase in technology service costs from prior periods was largely due to costs related to IT system activities.

Operating Expenses

Operating expenses include office overhead, travel expenses, professional fees and other costs associated with operations. Operating expenses for the third quarter of 2013 were $1,059, a decrease of $69, or 6% from the third quarter of 2012. The decrease from the prior period was primarily related to higher consulting and professional service costs incurred in 2012.

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For the nine months ended September 30, 2013, operating expenses increased $205, or 6%, from the prior year period. The increase from the prior period was primarily driven by costs incurred to support business development in the US and overseas, as well as increased professional service and consulting costs.

EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION, AMORTIZATION, FOREIGN EXCHANGE, AND IMPAIRMENT (“EBITDA”)

EBITDA is a non-IFRS financial measure. Management defines EBITDA as earnings before interest, taxes, depreciation, amortization, foreign exchange, and impairment. Management excludes these items because they affect the comparability of the Corporation’s financial results and could potentially distort the analysis of trends in business performance. The term EBITDA does not have any standardized meaning according to IFRS. Other issuers may or may not include foreign exchange and impairment costs in their definition of EBITDA. Therefore, it is unlikely to be comparable to similar measures presented by other issuers.

Management believes that EBITDA is an important measure because it is a recognizable and understandable measure of the Corporation’s cash utilization or growth, and is a standard often scrutinized by investors in small to mid-capitalization companies. EBITDA is one of the measures used internally to evaluate performance, and employee compensation is based, in part, on achieving EBITDA targets approved by the Board of Directors.

Reconciliation of Operating Income (Loss) to EBITDA

		For the three months						For the nine months
		ended						ended
		September			September			September			September
(In thousands of US dollars)		30, 2013			30, 2012			30, 2013			30, 2012
Operating income	$	1,577		$	856		$	1,507		$	2,730
Depreciation and amortization		803			715			2,570			2,075
Foreign exchange (gain)		(50	)		(19	)		(46	)		(35	)
EBITDA	$	2,330		$	1,552		$	4,031		$	4,770

For the quarter ended September 30, 2013, the Corporation’s EBITDA was $2,330, an increase of $778 or 50% from the third quarter of 2012. The increase from the prior period was largely due to an increase in gross margins from new partners launched in 2013 and organic growth in existing partnerships, partially offset by increased employment costs.

For the nine months ended September 30, 2013, EBITDA of $4,031 decreased $739, or 15%, over the comparable prior year period. The decrease from the prior period was expected, as the Corporation invested a portion of incremental gross margin into strategic headcount investments over the course of 2012 and 2013.

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DEPRECIATION, AMORTIZATION, INCOME TAX, INTEREST AND OTHER EXPENSES

		For the three months						For the nine months
		ended						ended
(In thousands of US dollars)		September			September			September			September
		30, 2013			30, 2012			30, 2013			30, 2012
				$						$
Depreciation and amortization	$	803			715		$	2,570			2,075
Foreign exchange loss (gain)		(50	)		(19	)		(46	)		(35	)
Interest and other charges		-			(8	)		-			(8	)
Deferred income tax expense (recovery)		432			118			192			114
				$						$
Total	$	1,185			806		$	2,716			2,146

Depreciation and Amortization Expense

Depreciation and amortization expense in the third quarter of 2013 increased $88, or 12%, from the third quarter of 2012. For the nine months ended September 30, 2013, depreciation and amortization expense increased $495, or 24%, over the comparable prior year period. The increase in expense from prior periods is due to capital additions during 2012 and a change from declining balance to straight line amortization for certain assets.

Foreign Exchange (Gain) Loss

Foreign exchange gains and losses arise from the translation of the Corporation’s balance sheet and expenses. The Corporation holds balances in foreign currencies (e.g. non-US dollar denominated cash, accounts payables and accrued liabilities, and deposits) that give rise to exposure to foreign exchange risk. At period end, non-US dollar balance sheet accounts are translated in accordance with the period-end foreign exchange (“FX”) rate. To the extent that the foreign denominated assets and liabilities are not equal, the net effect after translating the balance sheet accounts is recorded in the income statement.

The Corporation is exposed to foreign exchange risk as a result of transactions in currencies other than its functional currency, the US dollar. The majority of the Corporation’s revenues in 2013 were transacted in US dollars, EUROs and British Pounds. The direct cost of principal revenue is denominated in the same currency as the revenue earned, minimizing the FX exposure related to the EURO and British Pound. Ongoing operating costs are predominantly incurred in Canadian dollars, exposing the Corporation to foreign exchange risk.

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As part of the risk management strategy of the Corporation, management enters into foreign exchange forward contracts extending out to one year to reduce the foreign exchange risk with respect to the Canadian dollar and EURO. These contracts have been designated as cash flow hedges. The Corporation does not use derivative instruments for speculative purposes.

For a derivative instrument designated as a cash flow hedge, the effective portion of the derivative’s gain or loss is initially reported as a component of other comprehensive income and is subsequently recognized in income when the hedged exposure affects income. Any ineffective portion of the derivative’s gain or loss is recognized in current income. For the quarter ended September 30, 2013, the Corporation reclassified $123 loss, net of tax, from other comprehensive loss into earnings. The cash flow hedges were highly effective at September 30, 2013. Realized losses from the Corporation’s hedging activities, in 2013, were driven by the appreciation of the U.S. dollar.

For the quarter ended September 30, 2013, the Corporation recorded a foreign exchange gain of $50 compared with a foreign exchange gain of $19 in the third quarter of 2012, primarily driven by a strengthening of the US dollar resulting in realized FX gains. This was partially offset on the translation of the Corporation’s non-US dollar cash reserves resulting in unrealized FX losses.

Income Tax Expense/Recovery

The Corporation is subject to tax in multiple jurisdictions and assesses its taxable income to ensure eligible tax deductions are fully utilized. The Corporation recorded an income tax expense of $432 for the quarter ended September 30, 2013, which largely relates to the reduction of the deferred tax asset, as taxable income was incurred in the third quarter. Income tax expense of $192 for the nine months ended September 30, 2013 primarily related to taxable income in 2013 offset by a change in estimate of loss carry-forwards that will be utilized in future periods to offset future taxable income.

NET INCOME AND EARNINGS PER SHARE

		For the three months				For the nine months
		ended				ended
(In thousands of US dollars, except		September		September		September		September
per share amounts)		30, 2013		30, 2012		30, 2013		30, 2012
Net income	$	1,145	$	746	$	1,315	$	2,624
Earnings per share
Basic	$	0.08	$	0.05	$	0.09	$	0.17
Diluted	$	0.07	$	0.05	$	0.08	$	0.17

The Corporation reported net income of $1,145 for the quarter ended September 30, 2013 compared with a net income of $746 for the quarter ended September 30, 2012. The increase from the prior period was primarily attributable to an increase in gross margin due to new partners launched and organic growth of existing partnerships in 2013.

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Net income for the nine months ended September 30, 2013 of $1,315, down from $2,624 for the comparable prior year period. The decrease from the prior period was primarily attributable to an increase in head-count additions made in 2013, higher depreciation and amortization charges, and an increase in income tax expense, partially offset by an increase in gross margins. The Corporation's basic earnings per share is calculated on the basis of the weighted average number of outstanding common shares for the period, which amounted to 15,244,208 common shares for the quarter ended September 30, 2013, compared with 15,162,456 common shares for the quarter ended September 30, 2012. The Corporation reported basic earnings per share of 0.08 for the third quarter of 2013 compared with basic earnings per share of $0.05 for the third quarter of 2012.

LIQUIDITY AND CAPITAL RESOURCES

Consolidated Balance Sheet Data as at		September 30		December 31		September 30
(In thousands of US dollars)		2013		2012		2012
					$
Cash and cash equivalents	$	50,875	$	45,108		34,145
Restricted cash		1,615		3,202		1,632
Funds receivable from payment processors		6,362		10,057		7,126
Security deposits		-		2,780		2,643
Total funds available		58,852		61,147		45,546
Payable to loyalty program partners		42,684		44,912		31,764
					$
NET OPERATING CASH2	$	16,168	$	16,235		13,782
Total current assets		61,938		63,999		48,389
Total current liabilities		47,398		50,179		35,503
WORKING CAPITAL	$	14,540	$	13,820	$	12,886

² Management defines “Net Operating Cash” as ‘Total Funds Available’ (Cash and cash equivalents, Restricted cash, Funds receivable from payment processors, and Security deposits) less amounts Payable to loyalty program partners. Management believes that this non-IFRS financial measure provides a useful measure of the Corporation’s liquidity. Other issuers may include other items in their definition of ‘Net Operating Cash’. Therefore it is unlikely to be comparable to similar measures presented by other issuers.

The Corporation’s financial strength is reflected in its balance sheet. As at September 30, 2013, the Corporation continues to remain debt-free with $16,168 of net operating cash (Dec 31, 2012 – $16,235). Net operating cash decreased $67 from December 31, 2012, primarily due to the investment in China Rewards ($2,500) and the timing of variable compensation, offset by cash generated through operating activities.

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The Corporation’s working capital (defined as current assets minus current liabilities) was $14,540 at September 30, 2013 compared to working capital of $13,820 as at December 31, 2012. Working capital increased primarily due to EBITDA generated during the year, offset by the investment the Corporation made in China Rewards. Management believes the Corporation is able to generate sufficient cash through normal course operations to fund anticipated capital expenditure needs and current operating and working capital requirements, including the payment of amounts due under current operating leases. The change in cash and cash equivalents is primarily due to the timing of receipt of payments from customers and payments made to partners for transaction points and miles online.

Sources and Uses of Cash

		For the three months						For the nine months
		ended						ended
		September			September			September			September
(In thousands of US dollars)		30, 2013			30, 2012			30, 2013			30, 2012
Operating activities	$	4,766		$	2,549		$	8,060		$	928
Investing activities		(318	)		(419	)		(2,156	)		(1,295	)
Financing activities		240			(447	)		15			(248	)
Effects of exchange rates		(459	)		(178	)		(152	)		(93	)
Change in cash and cash equivalents	$	4,229		$	1,505		$	5,767		$	(708	)

Operating Activities

Cash flows from operating activities are primarily generated from funds collected from miles and points transacted from the various products and services offered by the Corporation and are reduced by cash payments to loyalty partners and payment of operating expenses. Cash flows from operating activities can fluctuate significantly depending on the timing of promotional activity and partner payments. In the third quarter of 2013, the Corporation experienced an increase in cash inflows due to timing of receipt of payments from select partners promotional activities and the timing of partner payments and other liabilities.

Investing Activities

Cash used in investing activities for the quarter ended September 30, 2013 was $318 and related to the acquisition of property and equipment and additions to intangible assets during the period. The Corporation expects to fund the remaining investment commitment, of $1,500, in China Rewards during 2013 based on milestone achievements.

The Corporation will continue to add technology resources for the balance of the year that are devoted to developing innovative loyalty products and advancing its open platform strategy. The Corporation will continue to fund all capital expenditures and investments through working capital.

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Financing Activities

Cash flows provided by financing activities for the nine month period ended September 30, 2013, related to the issuance of capital stock from the exercise of employee stock options and purchases of the Corporation’s own common shares from the open market to fund employee share unit plan. At present, the Corporation does not anticipate raising capital through the issuance of debt or equity.

Contractual Obligations and Commitments

		Total		Year 1(4)		Year 2		Year 3		Year 4		Year 5+
Operating leases(1)	$	2,781	$	726	$	731	$	742	$	474	$	108
Principal revenue(2)		218,633		48,530		93,527		76,576		-		-
Investment commitment(3)		1,500		1,500		-		-		-		-
	$	222,914	$	50,756	$	94,258	$	77,318	$	474	$	108

(1)	The Corporation is obligated under various non-cancellable operating leases for premises and equipment and service agreements for web hosting services.
(2)	In relation to principal revenue, the Corporation has made contractual guarantees on the minimum value of transactions processed over the term of its agreements with certain loyalty program partners.
(3)	The Corporation has a contractual obligation to make an investment in China Rewards, which is contingent on specific performance milestones being met. Management anticipates the milestones, which have been communicated to the Corporation, to be met in 2013.
(4)	The guarantees, commitments and contingencies schedule is prepared on a rolling 12-month basis.

Operating lease obligations will continue to be funded through working capital. In relation to the reseller model, the Corporation has made contractual commitments on the minimum value of transactions processed over the term of its agreements with certain loyalty program operators. Under this type of guarantee, in the event the sale of miles are less than the guaranteed amounts, the Corporation would be obligated to purchase mileage from the loyalty program partner equal to the value of the revenue commitment shortfall. The Corporation does not anticipate that it will incur any further financial obligations as a result of these revenue guarantees. Accordingly, no amount has been recorded in the consolidated financial statements to date related to these future contractual commitments.

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The Corporation completed its first full tranche investment of $2,500 in China Rewards in the second quarter of 2013. Subsequent to the third quarter of 2013, the Corporation completed its second full tranche investment of $1,000 in China Rewards in October 2013. Funding of the final tranche is conditional upon specific performance milestones being achieved, based on the planned and scheduled activities that China Rewards has communicated to the Corporation for the balance of the year.

Cash from Exercise of Options

Certain options are due to expire within 12 months from the date of this MD&A. If exercised in full, issued and outstanding common shares will increase by 49,652 shares.

Securities with Near-Term Expiry Dates – Outstanding Amounts as at November 6, 2013 (figures in CAD$).

Security Type	Month of Expiry	Number	Strike Price
Options	November 21, 2013	1,801	9.00
Options	February17, 2014	42,743	4.60
Options	August 21, 2014	5,108	3.70
Total		49,652

OUTSTANDING SHARE DATA

As of November 6, 2013, the Corporation has 15,335,909 common shares outstanding.

As of the date hereof, the Corporation has outstanding options to acquire up to 503,087 common shares. The options have exercise prices ranging from $3.40 to $19.98 with a weighted average exercise price of $9.90. The expiration dates of the options range from November 21, 2013 to June 13, 2018.

The following table lists the common shares issued and outstanding as at November 6, 2013 and the securities that are currently convertible into common shares along with the maximum number of common shares issuable on conversion or exercise.

	Common Shares	Proceeds
Common Shares Issued & Outstanding	15,335,909
Convertible Securities: Stock options	503,087	CAD$ 4,981,378
Common Shares Issued & Potentially Issuable	15,838,996	CAD$ 4,981,378
Securities Excluded from Calculation:
Options Available to grant from ESOP(1)	581,907

(1)        The number of options available to grant is calculated as the total stock option pool less the number of stock options exercised and the number of outstanding stock options.

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SUMMARY OF QUARTERLY RESULTS

			Basic	Diluted
			earnings	earnings
	Total	Net income	(loss) per	(loss) per
Three month period ended	Revenue	(loss)	share	share
September 30, 2013	$54,441	$1,145	$0.08	$0.07
June 30, 2013	41,924	218	0.01	0.01
March 31, 2013	36,918	(48)	(0.00)	(0.00)
December 31, 2012	40,803	5,638	0.37	0.37
September 30, 2012	34,339	746	0.05	0.05
June 30, 2012	36,329	1,304	0.09	0.09
March 31, 2012	28,038	574	0.04	0.04
December 31, 2011	32,929	2,058	0.14	0.13

With over a decade of experience working with loyalty program partners, the Corporation has established a growing base of transactional business activity. Through the use of direct marketing techniques with loyalty programs, the Corporation has expanded the reach of its products into the membership base of the Corporation’s partner network. Over the years, the Corporation has experienced period over period growth in its revenue and transactions levels by leveraging its access to this base of loyalty members and applying incremental improvements to its marketing approach.

In any given fiscal year, the Corporation’s revenue and overall profitability will be affected by the level of marketing and promotional activity carried out with the base of loyalty program members, the introduction of new loyalty based products to the existing loyalty partnership base, and the addition of new loyalty program partners.

In fiscal 2013, the Corporation launched loyalty products with four new partners. The September 30, 2013 quarter was the first full quarter of activity with all of these new partners’ products in market. As a result, revenue in this period has grown to its highest level historically, improving upon the June 30, 2013 period, which was the highest revenue quarter up to that point in time.

The Corporation’s revenue streams have historically followed a fluctuation pattern whereby the December 31 quarter has typically been the highest revenue quarter driven by marketing activity in any given fiscal year. In contrast to this, the March 31 quarter has typically been the lowest revenue quarter in a year. Revenue in the June and September quarters, in the absence of any new product or partner launches, has historically fluctuated with the level of direct marketing activity carried out with individual loyalty program members.

Net income of the Corporation has historically fluctuated from quarter to quarter with the timing and degree of marketing and promotional activity carried out with loyalty program members in any given period, coupled with the levels of spending in relation to ongoing operating expenses. In recent years, ongoing operating expenses have remained relatively level. However, beginning in the second half of fiscal 2012, and continuing throughout fiscal 2013, the Corporation has made strategic investments in the key areas of marketing, and product and software development which has added to employment costs and has resulted in a lower net income compared to prior quarters.

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For the quarter ended December 31, 2012, net income of $5,638 was higher than previous quarters due to the recognition of certain future tax benefits associated with previously unrecognized deferred tax assets in Canada. This tax asset recognition was non-recurring in nature and is not expected to repeat in subsequent periods. Instead, the Corporation will begin to apply a corporate tax rate of approximately 26% on pre-tax income. This tax impact on earnings has been applied to the September 30, 2013 period end and is expected to appear in subsequent periods.

CRITICAL ACCOUNTING ESTIMATES

The preparation of the condensed consolidated interim financial statements for the three months ended September 30, 2013, in accordance with International Accounting Standard 34, Interim Financial Reporting (“IAS 34”), using accounting policies consistent with IFRS, requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The same accounting policies and methods of computation are followed in the condensed consolidated interim financial statements as compared with the Corporation’s most recent audited consolidated financial statements including the notes, for the year ended December 31, 2012. In addition, IFRS 10, Consolidated Financial Statements (“IFRS 10”), IFRS 13, Fair Value Measurement (“IFRS 13”), and IAS 1, Presentation of Financial Statements (“IAS 1”) were adopted by the Corporation in fiscal 2013.

For a detailed discussion regarding the Corporation’s significant accounting policies, application of critical accounting estimates and judgments, and recent accounting pronouncements, see Note 2 and 3 of the condensed consolidated interim financial statements for the three and nine months ended September 30, 2013 as well as the Corporation’s audited annual consolidated financial statements for the year ended December 31, 2012.

RISKS AND UNCERTAINTIES

The results of operations and financial condition of the Corporation are subject to a number of risks and uncertainties, and are affected by a number of factors outside of the control of Management. For a detailed discussion regarding the relevant risks and uncertainties, see the Corporation’s annual MD&A for the year ended December 31, 2012. There have been no changes during the quarter ended September 30, 2013.

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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of the Corporation is responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting, as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings. There have been no changes in the Corporation’s internal control over financial reporting during the quarter ended September 30, 2013 that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

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EX-99.3

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

I, T. Robert MacLean, Chief Executive Officer of Points International Ltd., certify the following:

1. Review: I have reviewed the interim financial statements and interim MD&A (together, the "interim filings") of Points International Ltd. (the "issuer") for the interim period ended September 30, 2013.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer and I have, as at the end of the period covered by the interim filings:

(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:
	(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
	(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

5.1 Control framework: The control framework the issuer's other certifying officer and I used to design the issuer's ICFR is the Internal Control – Integrated Framework (COSO Framework) published by The Committee of Sponsoring Organizations for the Treadway Commission.

5.2 ICFR -- material weakness relating to design: N/A.

5.3 Limitation on scope of design: N/A.

- 2 -

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on July 1, 2013 and ended on September 30, 2013 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: November 6, 2013

/s/ Robert MacLean                                  
Robert MacLean
Chief Executive Officer

EX-99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

I, Anthony R. Lam, Chief Financial Officer of Points International Ltd., certify the following:

1. Review: I have reviewed the interim financial statements and interim MD&A (together, the "interim filings") of Points International Ltd. (the "issuer") for the interim period ended September 30, 2013.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer and I have, as at the end of the period covered by the interim filings:

(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that:
	(i)	material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
	(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

5.1 Control framework: The control framework the issuer's other certifying officer and I used to design the issuer's ICFR is the Internal Control – Integrated Framework (COSO Framework) published by The Committee of Sponsoring Organizations for the Treadway Commission.

5.2 ICFR -- material weakness relating to design: N/A.

5.3 Limitation on scope of design: N/A.

- 2 -

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on July 1, 2013 and ended on September 30, 2013 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: November 6, 2013

/s/ Anthony Lam                                                               
Anthony Lam
Chief Financial Officer

EX-99.5

Points International Ltd. Reports Third Quarter 2013 Financial Results

– Revenues of $54.4 million, an increase of 59% year-over-year
– Gross margin of $8.7 million, an increase of 24% year-over-year
– EBITDA of $2.3 million, an increase of 50% year-over-year
– Net income of $1.1 million, an increase of 53% year-over-year

Toronto, Canada, November 6, 2013 – Points (TSX: PTS; NASDAQ: PCOM), global leader in loyalty currency management, today announced results for the third quarter ended September 30, 2013.

“As anticipated, the third quarter was highlighted by a significant ramp in our financial performance, with both revenues and EBITDA increasing on a year-over-year and sequential basis to record levels,” said Points’ Chief Executive Officer, Rob MacLean. “Revenues for the quarter increased 30% sequentially and nearly 60% year-over-year, reflecting the addition of several new partners to Points’ loyalty network year-to-date, as well as increased transactional activity among existing partners. We are equally pleased with our improved profitability and, specifically, our ability to deliver year-over-year and sequential increases in gross margin dollars, EBITDA and net income, while also making significant investments in our platform.”

Mr. MacLean continued, “In the first three quarters of this year, we added 5 new partners to our loyalty program network and launched 18 products with 7 partners. This has contributed to our 45% increase in points/miles transactions for the third quarter and has set us up for a strong finish to the year. We now anticipate full-year revenues in the range of $195 to $205 million, which reflects year-over-year revenue growth of 40% to 47%. Our growth is further highlighted by that fact that our year-to-date progress implies a record breaking fourth quarter for revenues and year-over-year growth of 55%-68% in the second-half of 2013. Importantly, while we are still on track to re-invest $3 million of our incremental profitability in 2013 towards our long-term plan, we continue to anticipate 2013 EBITDA to be in the range of $10-$13 million before these investments.”

Mr. MacLean concluded, “Delivering on our robust partner pipeline while also expanding the reach of our products into our partner network remains a key focus. Our strong balance sheet continues to improve, with over $50 million in cash and cash equivalents; we will continue to deploy this capital and invest in our core products while simultaneously evolving our open platform strategy. We are confident that these continued investments will deliver ongoing growth for both Points and the broader loyalty industry.”

Third Quarter 2013 Financial Results
(Unless otherwise stated, all comparisons for the third quarter of 2013 are on a year-over-year basis)

Revenues totaled $54.4 million up 59% from $34.3 million. Principal revenues totaled $52.5 million, up 63% from $32.2 million. The year-over-year increase in principal revenues was largely due to the impact of new partners launched over the last twelve months. Other partner revenues totaled $1.9 million, down 9.8% from $2.2 million. The year-over-year decrease was largely due to the timing of promotional activities.

Gross margin dollars totaled $8.7 million, or 16% of total revenue, compared to $7.0 million, or 20% of total revenue. The increase in gross margin dollars was largely driven by the impact of new partnerships launched over the last twelve months. As a percentage of revenue, gross margin reflects the relative mix of partner and product activity during the quarter. With the addition of larger partnerships throughout the year, Points expects meaningful growth in margin dollars coupled with margin percentages in the 15%-20% range.

For the third quarter, EBITDA increased 50% to $2.3 million from $1.6 million in the third quarter of 2012. The increase in EBITDA reflects revenue growth outpacing operating expense growth.

The Company reported net income of $1.1 million, or $0.07 per diluted share, compared to net income of $0.7 million, or $0.05 per share, in the third quarter of 2012.

Third Quarter 2013 Business Metrics

	Q3/13	Q3/12	Q3/13 vs. Q3/12	Q2/13	Q3/13 vs. Q2/13
TOTAL ALL CHANNELS
Points/Miles Transacted (in 000s)	4,249,170	3,496,314	21.5%	3,867,915	9.9%
No. of Points/Miles Transactions	500,204	345,929	44.6%	415,861	20.3%

As of September 30, 2013, total funds available, comprised of cash and cash equivalents together with security deposits, restricted cash, and amounts with payment processors was $58.9 million. The company remains debt free and is pleased with its overall financial position.

Outlook
The Company is updating its financial guidance for the year ending December 31, 2013, as follows:

• The Company currently expects revenue to be in the range of $195 million to $205 million, an increase of 40% — 47% over 2012.
• The Company expects EBITDA to remain in the range of $10 million to $13 million prior to making strategic investments.
• The Company is on track to re-invest approximately $3 million of its incremental profitability in 2013
• Based on business in market today combined with deals announced to-date, the Company currently expects to exit 2013 at an approximately $270 million annualized revenue run rate and EBITDA on a pre-investment basis of $17 million to $20 million.
• Our updated guidance reflects changes in the Company's expectations as it relates to the performance of partner and product deployments throughout the year.

Investor Conference Call
Points’ conference call with investors will be held today at 4:30 p.m. Eastern Time. To participate, investors from the US and Canada should dial (877) 407-0789 ten minutes prior to the start time. International dialers should call (201) 689-8562.

In addition, the call is being webcast and can be accessed at the Company’s web site: www.pointsinternational.com and will be archived online upon completion of the call. A telephonic replay of the conference call will be available through November 20, 2013 by dialing (877) 870-5176 in the U.S. or Canada or (858) 384-5517 internationally and entering the conference ID 10000426.

About Points
Points, publicly traded as Points International Ltd. (TSX: PTS) (NASDAQ: PCOM), is the global leader in loyalty currency management. Via a state-of-the-art loyalty commerce platform, Points provides loyalty eCommerce and technology solutions to the world's top brands to enhance their consumer offerings and streamline their back-end operations.

Points' solutions enhance the management and monetization of loyalty currencies ranging from frequent flyer miles and hotel points to retailer and credit card rewards, for more than 45 partners worldwide. Points also manages Points.com, where almost 4 million consumers use the only industry sanctioned loyalty wallet to not only track all of their loyalty programs but also trade, exchange and redeem their miles and points. In addition to these services, Points' unique SaaS products allow eCommerce merchants to add loyalty solutions directly to their online stores, rewarding customers for purchases at the point-of-sale.

Points has been widely recognized among the loyalty and technology communities alike. The Company was named the 4th largest Canadian software company and the 40th largest Canadian technology company by the 2013 Branham300 list. Points also ranked 40th among PROFIT Magazine's top 200 Canadian companies by five-year revenue growth. For more information on Points, please visit www.Points.com, follow us @PointsBiz on Twitter or read the Points Loyalty News blog.

Caution Regarding Forward-Looking Statements

This press release contains or incorporates forward-looking statements within the meaning of United States securities legislation, and forward-looking information within the meaning of Canadian securities legislation (collectively "forward-looking statements"). These forward-looking statements include, among other things, our guidance for 2013 with respect to revenue growth, EBITDA expectations and reinvestment plans. 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, such 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, the financial outlooks herein assume we will be able to generate new business from our pipeline at expected margins, our in-market and newly launched products and services will perform in a manner consistent with the Company's past experience and we will be able to contain costs. Our ability to convert our pipeline of prospective partners and product launches is subject to significant risk and there can be no assurance that we will launch new partners or new products with existing partners as expected or planned. Other important risk factors that could cause actual results to differ materially include the risk factors discussed in Points' annual information form, Form-40-F, annual and interim management's discussion and analysis, and 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.

Contact:
Addo Communications
Laura Bainbridge / Kimberly Esterkin
laurab@addocommunications.com / kimberlye@addocommunications.com
(310) 829-5400

Points International Ltd.
Key Financial Measures and Schedule of Non-GAAP Reconciliations

Gross Margin Information¹

Expressed in thousands of United States
dollars
		For the 3 months ended				For the nine months ended
		September 30, 2013		September 30, 2012		September 30, 2013		September 30, 2012
Total Revenue	$	54,441	$	34,339	$	133,283	$	98,706
Direct cost of principal revenue		45,707		27,300		110,481		78,124
Gross Margin	$	8,734	$	7,039	$	22,802	$	20,582
Gross Margin %		16%		20%		17%		21%

Reconciliation of Operating (Loss) Income to EBITDA²

Expressed in thousands of United States
dollars

		For the 3 months ended						For the nine months ended
		September 30, 2013			September 30, 2012			September 30, 2013			September 30, 2012
Operating income	$	1,577		$	856		$	1,507		$	2,730
Depreciation and amortization		803			715			2,570			2,075
Foreign exchange gain		(50	)		(19	)		(46	)		(35	)
EBITDA	$	2,330		$	1,552		$	4,031		$	4,770

^{_______________________________________________
1}  Gross Margin is considered by Management to be an integral measure of financial performance and is defined as total revenues less the direct cost of principal revenues. However, gross margin is not a recognized measure of profitability under IFRS.

²  EBITDA (Earnings before interest, taxes, depreciation and amortization, foreign exchange, and impairment) is considered by Management to be a useful supplemental measure of performance. However, EBITDA is not a recognized earnings measure under IFRS.

Points International Ltd.
Condensed Consolidated Interim Balance Sheets

Expressed in thousands of United States dollars, except per share amounts
(Unaudited)

As at		September 30,			December 31,
		2013			2012
ASSETS
Current assets
Cash and cash equivalents	$	50,875		$	45,108
Restricted cash		1,615			3,202
Funds receivable from payment processors		6,362			10,057
Security deposits		-			2,780
Accounts receivable		2,208			1,912
Prepaid expenses and other assets		878			940
Total current assets	$	61,938		$	63,999
Non-current assets
Property and equipment		2,056			2,207
Intangible assets		1,667			2,856
Goodwill		2,580			2,580
Deferred tax assets		6,444			6,485
Long-term investment		2,500			-
Other assets		551			617
Total non-current assets	$	15,798		$	14,745
Total assets	$	77,736		$	78,744
LIABILITIES
Current liabilities
Accounts payables and accrued liabilities		3,782			4,673
Payable to loyalty program partners		42,684			44,912
Current portion of other liabilities		932			594
Total current liabilities	$	47,398		$	50,179
Non-current liabilities
Other liabilities		501			738
Total non-current liabilities	$	501		$	738
Total liabilities	$	47,899		$	50,917
SHAREHOLDERS’ EQUITY
Share capital		58,513			57,564
Contributed surplus		9,991			10,105
Accumulated other comprehensive loss		(194	)		(54	)
Accumulated deficit		(38,473	)		(39,788	)
Total shareholders’ equity	$	29,837		$	27,827
Total liabilities and shareholders’ equity	$	77,736		$	78,744

Points International Ltd.
Condensed Consolidated Interim Statements of Comprehensive Income (Loss)

Expressed in thousands of United States dollars, except per share amounts
(Unaudited)

		For the three months						For the nine months
		ended						ended
		September			September			September			September
		30, 2013			30, 2012			30, 2013			30, 2012
REVENUE
Principal	$	52,479		$	32,172		$	126,970		$	91,720
Other partner revenue		1,947			2,159			6,274			6,960
Interest		15			8			39			26
Total Revenue	$	54,441		$	34,339		$	133,283		$	98,706
EXPENSES
Direct cost of principal revenue		45,707			27,300			110,481			78,124
Employment costs		4,864			3,791			13,733			10,995
Marketing & communications		267			419			843			1,119
Technology services		214			149			772			480
Depreciation and amortization		803			715			2,570			2,075
Foreign exchange gain		(50	)		(19	)		(46	)		(35	)
Operating expenses		1,059			1,128			3,423			3,218
Total Expenses	$	52,864		$	33,483		$	131,776		$	95,976
OPERATING INCOME	$	1,577		$	856		$	1,507		$	2,730
Interest and other Income		-			(8	)		-			(8	)
OPERATING INCOME BEFORE INCOME TAX	$	1,577		$	864		$	1,507		$	2,738
Income tax expense		432			118			192			114
NET INCOME	$	1,145		$	746		$	1,315		$	2,624
OTHER COMPREHENSIVE INCOME (LOSS)
Items that will subsequently be reclassified to profit or loss: Gain (loss) on foreign exchange derivatives designated as cash flow hedges, net of income tax expense of $45 and income tax recovery of $111 respectively for the three and nine months ended September 30, 2013 (2012: expense of $78 and $93)		124			216			(308	)		257
Reclassification to net income of loss (gain) on foreign exchange derivatives designated as cash flow hedges, net of income tax recovery of $44 and $60, respectively, for the three and nine months ended September 30, 2013 (2012 – expense of $18 and $40)		123			(50	)		168			(113	)
Other comprehensive income (loss) for the period, net of income tax	$	247		$	166		$	(140	)	$	144
TOTAL COMPREHENSIVE INCOME	$	1,392		$	912		$	1,175		$	2,768
EARNINGS PER SHARE
Basic earnings per share	$	0.08		$	0.05		$	0.09		$	0.17
Diluted earnings per share	$	0.07		$	0.05		$	0.08		$	0.17

Points International Ltd.
Condensed Consolidated Interim Statements of Changes in Equity

		Attributable to equity holders of the Company
Expressed in thousands of United States dollars		Share Capital			Contributed			Total Capital			Unrealized			Accumulated			Accumulated			Total
(Unaudited)					Surplus						gains (losses)			other			deficit			shareholders’
											on cash flow			comprehensive						equity
											hedges			income
														(loss)
Balance at December 31, 2012	$	57,564		$	10,105		$	67,669		$	(54	)	$	(54	)	$	(39,788	)	$	27,827
Net lncome		-			-			-			-			-			1,315			1,315
Other comprehensive loss		-			-			-			(140	)		(140	)		-			(140	)
Total comprehensive income		-			-			-			(140	)		(140	)		1,315			1,175
Effect of share option compensation plan		-			462			462			-			-			-			462
Effect of RSU compensation plan		-			358			358			-			-			-			358
Share issuances		1,544			(934	)		610			-			-			-			610
Share capital held in trust		(595	)		-			(595	)		-			-			-			(595	)
Balance at September 30, 2013	$	58,513		$	9,991		$	68,504		$	(194	)	$	(194	)	$	(38,473	)	$	29,837
Balance at December 31, 2011	$	57,378		$	9,671		$	67,049		$	43		$	43		$	(48,050	)	$	19,042
Net Income		-			-			-			-			-			2,624			2,624
Other comprehensive income		-			-			-			144			144			-			144
Total comprehensive income		-			-			-			144			144			2,624			2,768
Effect of share option compensation plan		-			475			475			-			-			-			475
Effect of RSU compensation plan		-			166			166			-			-			-			166
Share issuances		1,138			(426	)		712			-			-			-			712
Share capital held in trust		(960	)		-			(960	)		-			-			-			(960	)
Balance at September 30, 2012	$	57,556		$	9,886		$	67,442		$	187		$	187		$	(45,426	)	$	22,203

Points International Ltd.
Condensed Consolidated Interim Statements of Cash Flows

Expressed in thousands of United States dollars		For the three months						For the nine months
(Unaudited)		Ended						Ended
		September			September			September			September
		30, 2013			30, 2012			30, 2013			30, 2012
Cash flows from operating activities
Net income for the period	$	1,145		$	746		$	1,315		$	2,624
Adjustments for:
Depreciation of property and equipment		229			155			892			424
Amortization of intangible assets		574			560			1,678			1,651
Unrealized foreign exchange loss		455			166			165			82
Equity-settled share-based payment transactions		292			222			820			641
Deferred income tax expense		415			110			92			100
Unrealized net gain/loss on derivative contracts
designated as cash flow hedges		335			225			(191	)		196
Changes in non-cash balances related to operations		1,321			365			3,289			(4,790	)
Net cash provided by operating activities	$	4,766		$	2,549		$	8,060		$	928
Cash flows from investing activities
Acquisition of property and equipment		(101	)		(203	)		(742	)		(531	)
Additions to intangible assets		(217	)		(216	)		(489	)		(509	)
Long-term Investment		-			-			(2,500	)		-
Changes in restricted cash		-			-			1,575			-
Purchase of convertible debenture		-			-			-			(255	)
Net cash used in investing activities	$	(318	)	$	(419	)	$	(2,156	)	$	(1,295	)
Cash flows from financing activities
Proceeds from exercise of share options		240			25			610			712
Payment for share purchases		-			(472	)		(595	)		(960	)
Net cash provided by (used in) financing activities	$	240		$	(447	)	$	15		$	(248	)
Net increase (decrease) in cash and cash equivalents	$	4,688		$	1,683		$	5,919		$	(615	)
Cash and cash equivalents at beginning of the period		46,646			32,640			45,108			34,853
Effect of exchange rate fluctuations on cash held		(459	)		(178	)		(152	)		(93	)
Cash and cash equivalents at end of the period	$	50,875		$	34,145		$	50,875		$	34,145
Interest Received	$	15		$	(2	)	$	42		$	16
Interest Paid	$	-		$	(9	)	$	-		$	(9	)
Taxes Paid	$	14		$	1		$	53		$	5