Rogers Associate Financial Partners Inc. Closes $500,000 Private Placement



    CALGARY, May 1 /CNW/ - Rogers Associate Financial Partners Inc. (the
"Corporation") (TSX Venture: RAF) is pleased to announce the April 29, 2009
closing, subject to regulatory approval, of a non-brokered private placement
of 5,000,000 units of the Corporation at a price of $0.10 per unit for gross
and net proceeds to the Corporation of $500,000. Each unit consists of one
common share of the Corporation and one common share purchase warrant of the
Corporation (the "Unit"). Each whole warrant shall entitle the holder to
acquire one additional common share of the Corporation at an exercise price of
$0.15 per common share of the Corporation for a period of two years from the
closing of the private placement. Each subscriber under this private placement
has acknowledged that the common shares of the Corporation may remain
indefinitely subject to cease trade orders in Alberta, British Columbia and
Manitoba, and are therefore not capable of being resold. The net proceeds from
the sale of the Units will be used for the repayment of shareholder loans to
the Corporation, the payment of liabilities and for general corporate and
working capital purposes.
    Insiders of the Corporation have participated in this private placement
as follows: (1) John Rogers, a director and officer of the Corporation,
purchased 1,200,000 Units for $120,000; and (2) Geoff Feltham, a director and
officer of the Corporation, purchased 1,100,000 Units for $110,000.
    Prior to this acquisition, Mr. Rogers had acquired 2,748,600 common
shares of the Corporation at $0.25 per share. This acquisition of shares
occurred prior to the Corporation filing its initial public offering (the
"IPO") prospectus dated September 26, 2005 (the "Prospectus"). As at the
December 23, 2005 closing of the IPO, Mr. Rogers directly held 2,748,600
common shares, representing, in aggregate, approximately 22.14% of the
12,413,799 outstanding common shares on that date and 100,000 options to
purchase common shares of the Corporation. On March 27, 2006, Mr. Rogers
disposed of 272,780 common shares leaving him a balance of 2,475,820 common
shares in the Corporation, representing, in aggregate, 19.94% of the
12,413,799 issued and outstanding share reported in Rogers' audited annual
financial statements for the year ended April 30, 2006.
    Following Mr Rogers' acquisition of the 1,200,000 Units, he directly owns
or controls: (i) 3,675,820 common shares of the Corporation, representing
approximately 20.81% of the issued and outstanding common shares of the
Corporation; (ii) 1,200,000 warrants; and (iii) 100,000 options pursuant to he
stock option plan of the Corporation. Assuming the exercise of the options and
warrants in full, Mr. Rogers would directly own or control an aggregate of
4,975,820 common shares of the Corporation, representing approximately 28.16%
of the issued and outstanding common shares of the Corporation on a fully
diluted basis.
    Prior to Mr. Feltham's acquisition under the private placement described
above, he had acquired an aggregate of 718,800 common shares of the
Corporation at $0.25 per share of which 693,800 common shares of the
Corporation were held directly by Mr. Feltham and 25,000 common shares of the
Corporation were held through 936353 Alberta Inc. ("936353"), a company
controlled by Mr. Feltham. At the time of the IPO, Mr. Feltham's shareholdings
in the Corporation represented, in aggregate, approximately 5.79% of the
12,413,799 outstanding common shares on that date and 793,800 options to
purchase common shares.
    Following Mr Feltham's acquisition of the 1,100,000 Units, he directly or
indirectly owns or controls: (i) 1,818,800 common shares of the Corporation
(1,793,800 directly and 25,000 through 936353), representing approximately
10.30% of the issued and outstanding common shares of the Corporation; (ii)
1,100,000 warrants; and (iii) 793,800 options pursuant to he stock option plan
of the Corporation. Assuming the exercise of the options and warrants in full,
Mr. Feltham would directly or indirectly own or control an aggregate of
3,712,600 common shares of the Corporation, representing approximately 21.02%
of the issued and outstanding common shares of the Corporation on a fully
diluted basis.
    Both Mr. Rogers and Mr. Feltham relied on Section 2.3 of National
Instrument 45-106 Prospectus and Registration Exemptions as they meet the
definition of an 'accredited investor' under securities legislation. Both Mr.
Rogers and Mr. Feltham are investing in the Corporation in the ordinary course
of business and may, in the future, make additional investments in or
dispositions of the Corporation's securities.
    Both Mr. Rogers and Mr. Feltham will be filing a report (as contemplated
by National Instrument 62-103 - The Early Warning System and Related Take-Over
Bid and Insider Reporting Issues) in connection with the recent acquisitions
of Shares. A copy of the report may be obtained from SEDAR (www.sedar.com) or
without charge from Mr. Rogers at the address listed below. Nothing in this
press release or in the filing of the above-mentioned report is an admission
that any person named in the report is a joint actor with another named
entity.
    Unless permitted under securities legislation, the holders of these
securities must not trade the security before August 30, 2009.
    Without prior written approval of the TSX Venture Exchange and compliance
with all applicable securities legislation, the securities of the Corporation,
and any underlying securities thereto, may not be sold, transferred,
hypothecated or otherwise traded on or through the facilities of the TSX
Venture Exchange or otherwise in Canada or to or for the benefit of a Canadian
resident until August 30, 2009 or until the date following the fourth month
after the initial distribution date of the convertible security.

    Rogers Associate Financial Partners Inc.'s goal is to become one of
Canada's leading providers of financial services and alternative investment
products through our growing network of financial advisors and independent
brokers.

    
    The TSX Venture Exchange has not reviewed and does not accept
    responsibility for the adequacy or accuracy of the release.
    





For further information:

For further information: John Rogers, President, Calgary, AB, T. (403)
234-8333

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ROGERS ASSOCIATE FINANCIAL PARTNERS INC.

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