RS Technologies Announces Financing and Filing of Preliminary Base Shelf
Prospectus

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISTRIBUTION IN THE UNITED STATES/

CALGARY, Oct. 22 /CNW/ - RS Technologies Inc. ("RS") (RS - TSX), a technology innovator and manufacturer of advanced composite products for infrastructure markets, today announced that it intends to complete a financing by way of private placement of 240 units ("Units") of RS at a price of $25,000 per Unit for total gross proceeds of $6 million. Each Unit will consist of a $27,777 principal amount of a 10 percent secured promissory note of RS (the "Note") and warrants ("Warrants") to purchase 3,981,656 common shares of RS for a period of five years from the initial date of issuance at an exercise price of $0.01 per share. Assuming the private placement is fully subscribed, RS will issue warrants to purchase an aggregate of 955,597,440 common shares representing approximately 30 percent of the issued and outstanding common shares of RS assuming the Warrants are exercised. RS intends to issue $3.1 million of the Units to arm's length subscribers of RS and issue $2.9 million of the Units to directors and officers of RS, of which $2.9 million has already been advanced to and will be expended by RS by the end of October 2010.

Completion of the private placement of the Warrants comprising part of the Units is subject to certain conditions including approval of the Toronto Stock Exchange. As the issuance of the Warrants comprising part of the $2.9 million of Units to be subscribed by directors and officers of RS will result in the insiders of RS receiving Warrants to purchase an aggregate of 461,872,096 common shares representing approximately 14.5 percent of the fully diluted common shares of RS described above, the TSX will require RS to obtain approval of a majority of its disinterested shareholders as a condition to the issuance of the such Warrants. RS intends to seek disinterested shareholder approval of the issuance of the Warrants to these insiders of RS at the upcoming special meeting of shareholders scheduled to be held on November 29, 2010.

RS intends to complete the private placement of $3.1 million of Units to the arm's length subscribers and issue the Notes comprising part of the $2.9 million of Units to its directors and officers on or about October 28, 2010.

The Notes will be due and payable on the third anniversary of the date of issuance (the "Maturity Date") and will accrue interest at a rate of ten (10 percent) percent per annum payable semi-annually. The Notes will be secured by all of the present and future property of RS and will rank pari pasu with the $7 million principal amount demand facility which RS has with a Canadian chartered bank. The Notes will be issued at a 10 percent discount which means that if, for example, a person subscribes for $25,000 of Units, the face value of the Note that they will receive will be $27,777 and, as a result, they will receive interest on the higher face value of the Note.

RS intends to use the proceeds from the bridge financing to fund near term working capital needs. RS anticipates that the additional $3.1 million in gross proceeds which it will receive from the issuance of the Units will provide RS with sufficient working capital to continue as a going concern until the end of December 2010.

In conjunction with issuing the Notes on closing, the outside date of the $7 million principal amount demand facility which RS has with a Canadian chartered bank will be extended from December 1, 2010 to December 1, 2013.

RS also announced today that it has filed a preliminary short form base shelf prospectus (the "Prospectus") with the securities regulatory authorities in each of the Provinces of British Columbia, Alberta, Ontario and Nova Scotia. The Prospectus will allow RS to offer and issue common shares, subscription receipts, warrants and options convertible into common shares and debt securities by way of one or more prospectus supplements at any time during the 25 month period that the Prospectus remains in place. The securities may be issued from time to time, at the discretion of RS, with an aggregate offering amount not to exceed $15 million. Unless otherwise specified in a prospectus supplement relating to a particular offering of securities, RS intends to use the net proceeds from the sale of any of the securities for general corporate purposes, repayment of indebtedness and/or the direct or indirect financing of future growth opportunities, including acquisitions and capital expenditures.

As previously disclosed, RS has been exploring options for obtaining additional financing. As a result, RS has signed a term sheet with an investment fund under which the fund would provide up to $15 million of equity financing advanced as required by RS. RS would have discretion as to the timing and amount of each advance. In exchange for the funds, as they are drawn, RS would issue common shares to the fund based on an average price less a discount to the market price and subject to a minimum price at which RS is willing to issue its common shares.

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 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 Unit financing 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 private placement of the Units, RS not securing additional short or long term funds for its working capital needs to continue as a going concern past the end of December 2010,  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: [phone] Fax: [phone]
Email: [email protected]