RS Announces Equity Offering


CALGARY, Feb. 16 /CNW/ - RS Technologies Inc. ("RS" or the "Company") (TSX: RS), a technology innovator and manufacturer of advanced composite products for infrastructure markets, today announced that it intends to complete the private placement of 1,300,000 units of RS at a price of $0.84 per unit, for total gross proceeds of $1.092 million. Each unit of RS consists of one common share and one common share purchase warrant, each warrant entitling the holder thereof to acquire one common share of RS at a price of $1.03 per share for a period of two years from the closing date of the private placement. RS intends to issue 743,600 units to arm's length subscribers of RS and 556,400 units to directors and officers of RS. It is anticipated that closing of the private placement will occur on or about February 21, 2011. Completion of the private placement is subject to certain conditions including the receipt of all necessary regulatory approvals. The securities of RS issuable pursuant to the private placement will be subject to a hold period of four months and one day from the closing date.

RS intends to use the proceeds of the offering to fund its working capital needs to enable it to continue as a going concern until the middle of April 2011. This will provide RS and its financial advisor, Macquarie Capital Markets Canada Ltd., with additional time to identify investors and strategic partners to provide the Company with a long term solution for its working capital needs. There is no assurance that RS and its financial advisor will be successful in completing a transaction with any such investors or strategic partners.

The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the U.S. Securities Act.

About RS

RS is an ISO 9001:2008 certified technology innovator that develops advanced composite material products for infrastructure markets. The composite products manufactured using the company's proprietary resins and processes are typically lighter, more durable and longer-lasting than competing products made from the traditional building blocks of wood, steel or concrete. RS's flagship product is its award-winning RStandard® composite pole. The pole is used as transmission and distribution poles to carry electric grids and as communication structures for various uses including wireless networks and microwave communications systems.

For the latest on RS's developments, go to the company's website at

"RStandard" is a registered trademark of RS.

Reader Advisory

Certain information set forth in this news release, including management's assessment of RS's future plans and operations, the intended use of proceeds of the equity offering, as well as the anticipated duration of time which the proceeds therefrom will enable RS to continue as a going concern, contains forward-looking statements which are based on RS's current internal expectations, estimates, projections, assumptions and beliefs, which may prove to be incorrect. Some of the forward-looking statements may be identified by words such as "expects", "anticipates", "believes", "projects", "plans" and similar expressions. These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause RS's actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, RS not completing the equity offering which will enable it to continue as a going concern until the middle of April 2011, RS not securing additional funds for its working capital needs to continue as a going concern past the middle of April 2011; RS's lack of revenues and unpredictability of future revenues; the uncertainty of the profitability of existing and contemplated products of RS; RS's ability to raise capital on acceptable terms when needed; RS's ability to attract and retain key employees; competition from established competitors with greater resources; the uncertainty of the developing markets in which RS operates; the risks associated with rapidly changing technology; RS's reliance on third parties to supply raw materials and the cost of such raw materials; intellectual property risks, foreign exchange rate fluctuations and changes in general economic, market and business conditions. Many of these risks and uncertainties are described in RS's annual information form for the year ended December 31, 2009 and other documents RS files with the Canadian securities authorities. The forward-looking statements are made as of the date hereof and RS assumes no obligation to update or revise such statements to reflect new events or circumstances except as required by applicable securities laws.

SOURCE RS Technologies Inc.

For further information:

RS Technologies Inc.
Laurien Abel, Investor Relations and Communications
Tel: (403) 219-8000 Fax: (403) 219-8001


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