RAMTelecom Inc. Announces Proposed Private Placement

    TSX-V: RTC

    OTTAWA, Dec. 4 /CNW/ - RAMTelecom Inc. (the "Corporation"; TSX Venture -
RTC) announces that it has entered into an engagement letter with Regenesis
Capital Management Inc. ("Regenesis"), to issue, by way of a brokered private
placement (the "Private Placement"), subject to regulatory approval, up to
7,407,407 units of the Corporation ("Units") at a price of $0.27 per Unit, up
to gross proceeds of $2,000,000. Each Unit shall consist of one common share
of the Corporation ("Common Share") and one common share purchase warrant
("Warrant"), with each Warrant entitling the holder thereof to purchase one
additional common share of the Corporation at a price of $0.37 per share, up
until 24 months from the closing of the Private Placement (the "Closing").
    The Corporation has agreed to pay Regenesis a fee equal to 8% of the
gross proceeds received under the Private Placement. In addition, the
Corporation will issue to Regenesis, at Closing, Broker Warrants equal to 8%
of the number of Units sold pursuant to the Offering. Each Broker Warrant will
be exercisable into one common share of the Corporation at a price of $0.37
per common share, at any time prior to the date that is 24 months from the
    The Units will be subject to a four month statutory hold period from the
date of issuance.
    The Corporation proposes to utilize the net proceeds from the Private
Placement to conduct major upgrades to its Canadian Satellite Gateway to
expand network capacity, to offer new solutions to its growing customer base,
hire additional sales and technical staff, fund sales and marketing
initiatives and increase its working capital.
    The Private Placement is conditional upon satisfactory completion of due
diligence review by Regenesis and receipt of the approval by the TSX Venture

    About RAMTelecom Inc.

    The Corporation is a satellite service provider delivering flexible,
scalable solutions for broadband data and voice business communications. The
Corporation's fixed and mobile satellite-based communication services and
value-add solutions are designed for medium and large enterprises in oil and
gas, mining and forestry and government agencies. With complete coverage of
the North American market, the Corporation's satellite broadband services help
organizations achieve greater operational efficiency by providing continuous
real-time communications between central offices and remote locations anywhere
in North America.

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

    To receive press releases via email, please contact Sarah@chfir.com and
mention "RTC News" in the subject heading.

    %SEDAR: 00023242E

For further information:

For further information: R. A. (Ralph) Misener, President and Chief
Executive Officer, Tel: (613) 747-1836 Ext. 125, Email:
rmisener@ramtelecom.ca; Alison Tullis, CHF Investor Relations, Account
Manager, Tel: (416) 868-1079 Ext 233, Email: alison@chfir.com

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