RS Technologies Completes Financing and Enters Into Committed Equity Facility
Agreement

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

CALGARY, Nov. 1 /CNW/ - RS Technologies Inc. ("RS") (RS - TSX), a technology innovator and manufacturer of advanced composite products for infrastructure markets, today announced the closing of its previously announced private placement and the entering into of a committed equity facility agreement with Haverstock Master Fund, Ltd.

Completion of Financing

At closing of the private placement, RS issued:

(a)					124 units ("Units") to arm's length subscribers comprised of $3,444,348 aggregate principal amount of 10 percent secured promissory notes of RS (the "Notes") and warrants ("Warrants") to purchase 493,725,344 common shares of RS until October 29, 2015 at an exercise price of $0.01 per share for gross proceeds of $3.1 million; and
(b)					$3,222,132 aggregate principal amount of Notes (comprising part of 116 Units) to directors and officers of RS and associates and affiliates thereof for gross proceeds of $2.9 million, which proceeds were previously advanced by the non-arm's length subscribers to RS. As disclosed in its news release dated October 22, 2010, RS will not issue the 461,872,096 Warrants comprising part of the 116 Units acquired by the insiders of RS until RS obtains approval of a majority of its disinterested shareholders. RS intends to seek disinterested shareholder approval of the issuance of the Warrants to the insiders of RS at the upcoming special meeting of shareholders scheduled to be held on November 29, 2010.

The Notes are due and payable on October 29, 2013 (the "Maturity Date") and will accrue interest at a rate of ten (10%) percent per annum payable semi-annually on June 30 and December 31. The Notes are secured by all of the present and future property of RS and rank pari pasu with the $7 million principal amount demand facility which RS has with a Canadian chartered bank, the outside date of which has been extended to December 1, 2013.

RS intends to use the proceeds from the bridge financing to fund its near term working capital needs. As disclosed in its news release dated October 22, 2010, RS has expended the $2.9 million of gross proceeds received from the issuance of the Notes to insiders of RS. RS anticipates that the additional $3.1 million in gross proceeds which it received from the issuance of the Units to the arm's length subscribers provides RS with sufficient working capital to continue as a going concern until the end of December 2010. The Committed Equity Facility provided by Haverstock Master Fund, Ltd. ("Haverstock") discussed below is a contingent source of funds for RS's operations in 2011 through to 2013.

Committed Equity Facility Agreement

RS also announced today that it has entered into a binding agreement to secure access to funds on an as-needed basis for up to $15 million through a Committed Equity Facility provided by Haverstock. The issue and sale of common shares of RS under the facility is subject to regulatory approval.

The 36-month facility, which is consistent with the term sheet announced by RS on October 22, 2010, enables the company to receive up to a maximum amount of $500,000 per drawdown. Timing of any drawdown is at RS's sole discretion. Under the terms of the facility, RS will issue common shares to Haverstock at a price equal to the weighted average market price determined over a pricing period of five trading days, less an eight (8%) percent discount, subject to a minimal acceptable price in RS's discretion.

Under the terms of the agreement, RS's distribution of shares under the facility is to be qualified by prospectus. RS has filed a preliminary base shelf short-form prospectus with a view to being able to satisfy such obligation under the facility. Implementation of the facility will require RS to file a final base shelf short-form prospectus and a prospectus supplement describing the facility. In addition, in the case of each drawdown a separate pricing supplement also must be filed.

Haverstock may resell the common shares issued to it by RS at Haverstock's discretion, through registered dealers trading through the Toronto Stock Exchange. RS is under no obligation to draw from this facility and will remain at all times free to enter into other financing transactions with the exception of similar equity lines.

In connection with the entering into of the committed equity facility agreement, RS has agreed to pay Haverstock an implementation fee of $425,000 on or before November 25, 2010. At its discretion, RS is entitled to satisfy such fee by issuing common shares at a deemed price of $0.008275 per share, provided that the amount of such fee shall increase to $531,250 if any of the common shares to be issued in satisfaction of such fee will be subject to a hold period upon the issue thereof, in each case subject to receipt by RS of all applicable regulatory approvals.

RS and Haverstock will jointly apply for exemptive relief from applicable Canadian securities regulators in connection with certain aspects of the facility. The facility cannot be drawn down until RS and Haverstock have received such exemptive relief and RS has filed and had a receipt issued for its final shelf prospectus and has filed the related prospectus supplement in connection with the facility and the pricing supplement for each drawdown.

The facility agreement, the base shelf prospectus, the prospectus supplement, and the pricing supplements will be made available on SEDAR at www.sedar.com and on RS's website at www.grouprsi.com.

About Haverstock

Haverstock is an institutional investor with an investment objective to seek capital appreciation through the general strategy of investing in public securities of U.S. and non-U.S. companies, through direct equity purchases from such companies. The portfolio manager of Haverstock, David Ratzker, has structured more than US$300 million worth of private equity investments in publicly traded corporations in a variety of sectors including energy, cleantech, telecommunications, consumer and education.

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.

Reader Advisory

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.

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 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]