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CALGARY, Oct. 1 /CNW/ - RS Technologies Inc. ("RS") (RS - TSX), a technology innovator and manufacturer of advanced composite products for infrastructure markets, today provided the following operational update:
- Further to its news releases of August 11, 2010 and August 17, 2010, RS intends to issue an aggregate of 1,096,491,176 common shares of RS on October 7, 2010 to satisfy its obligation to repay all of the $25 million principal amount of 8.5 percent unsecured convertible debentures of RS due on October 7, 2010 (the "Unsecured Debentures"). The TSX has advised RS that it will require RS to obtain approval by way of written consent of a majority of its shareholders (excluding insiders of RS who hold Unsecured Debentures) as a condition to the issuance of common shares to the debentureholders. RS is in the process of seeking the requisite approval of its shareholders by way of written consent, however it is uncertain whether the requisite level of consent will be obtained. - RS intends to issue common shares on October 7, 2010 to satisfy all of the accrued interest owing on the Unsecured Debentures. The number of common shares to be issued will equal the amount of the accrued interest, being $546,139, divided by 95% of the volume weighted average trading price of the common shares of RS for the five day trading period ended October 6, 2010. - RS has extended the outside date of its $7 million principal amount demand facility with a Canadian chartered bank from October 1, 2010 to December 1, 2010. - RS announces that S. Richard Holloway, executive vice president, is no longer with the company.
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(R) 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 and the issuance of common shares of RS on October 7, 2010 to satisfy all of the principal amount of the Unsecured Debentures and accrued interest thereon, 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 obtaining the requisite approval of its shareholders to issue the common shares in respect of the principal amount of the Unsecured Debentures as required by the TSX, RS not securing additional short term and long term funds for both its near term working capital needs and anticipated manufacturing expansion, 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.
For further information: RS Technologies Inc., Laurien Abel, Investor Relations and Communications, Tel: (403) 219-8000, Fax: (403) 219-8001, Email: [email protected]
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