RMS Systems Inc. Announces Non-Brokered Private Placement and Bridge Loan Financing

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SERVICES


RMS Systems Inc. ("RMS" or the "Corporation") (TSX VENTURE:RMS) is pleased to
announce that it has agreed to raise approximately $3,000,000 in a non-brokered
private placement financing (the "Offering") by issuing 20,000,000 common shares
(the "Common Shares") at a price of $0.15 per Common Share to PHX Energy
Services Corp. ("PHX"). RMS and PHX have also agreed to enter into a bridge
financing for $1,000,000 (the "Bridge Loan") upon receipt of the conditional
acceptance of the Offering by the TSX Venture Exchange ("TSXV"). PHX is the
Corporation's joint venture partner in its 50% subsidiary RigManager
International Inc. Closing of the Offering is subject to, among other things,
the approval of the shareholders of RMS, excluding those shares currently held
by PHX, and the approval of the TSXV.


Upon closing of the Offering, PHX will hold 31,501,000 Common Shares, or
approximately 39.8% of the outstanding Common Shares, which will result in the
creation of a new control person of RMS, as defined in the rules of the TSXV,
and as such requires approval of at least 50% of "disinterested" shareholders of
RMS.


The proceeds of the Bridge Loan and the balance of the net proceeds from the
Offering will be used to fund RMS' capital expenditures and for general working
capital purposes. 


The board of directors of RMS has considered and has unanimously approved the
Offering, with the exception of John Hooks, a director and the President and
Chief Executive Officer of PHX, and Mike Buker, the Sr. VP North America of PHX,
who abstained from voting due to their respective positions with PHX, and will
recommend the approval of the Offering to the shareholders of RMS at the
Corporation's upcoming annual general and special meeting on May 27, 2013 (the
"Meeting"). As interested parties to the Offering, the Common Shares held by
PHX, John Hooks and Mike Buker are not entitled to be voted on the resolution
approving the Offering. Each of the directors and officers of RMS, except for
John Hooks and Mike Buker, holding in the aggregate approximately 19.7% of the
outstanding Common Shares, and approximately 25.4% of the outstanding Common
Shares entitled to vote on the Resolution, have entered into lock-up agreements
to vote their shares in favour of the Offering. The parties intend to complete
the Offering as soon as practicable following the Meeting, subject to receipt of
final approval of the TSXV. The Common Shares issued pursuant to the Offering
will be subject to a four month hold period. 


The funding of the Bridge Loan will occur upon RMS obtaining conditional
approval for the Offering from the TSXV. The Bridge Loan will be used to fund
capital expenditures and for general working capital purposes until the closing
of the Offering. Upon closing of the Offering the Bridge Loan will be repaid in
full. The Bridge Loan will bear interest at an annual interest rate of 8% and
shall be repaid upon the earlier of the closing of the Offering or within 90
days upon demand by PHX. 


The securities described herein have not been registered under the U.S.
Securities Act of 1933 (the "Act"), as amended, and may not be offered or sold
in the United States unless registered under the Act or unless an exemption from
registration is available.


Cautionary Statements

The information in this news release includes certain information and statements
about management's view of future events, expectations, plans and prospects,
including the use of proceeds from the Offering and the Bridge Loan, the
approval of the Offering by shareholders of the Corporation, the completion of
the Offering and Bridge Loan, the anticipated closing date of the Offering and
the ability of the Corporation to repay the Bridge Loan that constitute forward
looking statements. 


These statements are based upon assumptions that are subject to significant
risks and uncertainties. Because of these risks and uncertainties and as a
result of a variety of factors, the actual results, expectations, achievements
or performance may differ materially from those anticipated and indicated by
these forward looking statements. Although RMS believes that the expectations
reflected in forward-looking statements are reasonable, it can give no
assurances that the expectations of any forward-looking statements will prove to
be correct. The closing of the Offering may not be completed if definitive
documentation cannot be finalized, the shareholders of RMS do not approve the
Offering at the Meeting, or RMS is unable to obtain the necessary regulatory and
stock exchange approvals on the timelines it has planned or if some other
condition to the closing is not satisfied. Accordingly, there is a risk that the
Offering will not be completed within the anticipated time, on the terms
currently proposed, or at all, and the ability and timing of the Corporation to
repay the Bridge Loan may change. The intended use of the proceeds of the
Offering by RMS might change if the board of directors of RMS determines that it
would be in the best interests of RMS to deploy the proceeds for some other
purpose. The forward looking statements contained in this press release are made
as of the date hereof and RMS undertakes no obligations to update publically or
revise any forward looking statements or information, whether as a result of new
information, future events or otherwise, unless so required by applicable
securities laws. 


FOR FURTHER INFORMATION PLEASE CONTACT: 
RMS Systems Inc.
Mr. Dave Hall
Bay 10, 3491 12th Street NE
Calgary, Alberta T2E 6S6
[phone]