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



    CALGARY, May 4 /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 2,841,457 common
shares of the Corporation at an average cost of $0.165 per share. This
acquisition of shares occurred prior to and after 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 2,841,457 common shares, representing, in aggregate,
approximately 22.89% 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
2,568,677 common shares in the Corporation, representing, in aggregate, 20.69%
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) 3,768,677 common shares of the Corporation, representing
approximately 21.33% of the 17,666,799 issued and outstanding common shares of
the Corporation; (ii) 1,200,000 warrants; and (iii) 100,000 options pursuant
to the 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 5,068,677 common shares of the Corporation, representing
approximately 21.65% 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 815,942 common shares of the
Corporation at an average cost of $0.058 per share of which 693,800 common
shares of the Corporation were held directly by Mr. Feltham and 122,142 common
shares of the Corporation were held through 936353 Alberta Inc. ("936353"), a
company controlled by Mr. Feltham. After the closing of the IPO, Mr. Feltham's
shareholdings in the Corporation represented, in aggregate, approximately
6.57% of the 12,413,799 outstanding common shares on that date and 100,000
options to purchase common shares.
    Following Mr Feltham's acquisition of the 1,100,000 Units, he directly or
indirectly owns or controls: (i) 1,915,942 common shares of the Corporation
(1,793,800 directly and 122,142 through 936353), representing approximately
10.84% of the 17,666,799 issued and outstanding common shares of the
Corporation; (ii) 1,100,000 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. Feltham would directly or indirectly own or control an
aggregate of 3,115,942 common shares of the Corporation, representing
approximately 13.31% 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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