NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISTRIBUTION IN THE UNITED STATES
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.
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 www.grouprsi.com.
"RStandard" is a registered trademark of RS.
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