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RMS Rms Systems Inc.

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Share Name Share Symbol Market Type
Rms Systems Inc. TSXV:RMS TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

RMS Systems Inc. and PHX Energy Services Corp. Complete $3,000,000 Common Share Private Placement

29/05/2013 9:58pm

Marketwired Canada


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


RMS Systems Inc. ("RMS" or the "Corporation") (TSX VENTURE:RMS) and PHX Energy
Services Corp. ("PHX") (TSX:PHX) are pleased to announce that the previously
announced private placement of common shares ("Common Shares") of RMS (the
"Private Placement") has been completed, pursuant to which 20,000,000 Common
Shares were issued to PHX, at a price of $0.15 per Common Share for aggregate
gross proceeds to RMS of $3,000,000. The Common Shares issued to PHX pursuant to
the Private Placement are subject to a four-month hold period that will expire
on September 30, 2013. RMS will use the proceeds to fund capital expenditures
and for general working capital purposes.


After giving effect to completion of the Private Placement, RMS has 79,056,403
Common Shares issued and outstanding of which, immediately following completion
of the Private Placement, PHX owns and controls 31,501,000 Common Shares
representing approximately 39.8% of the issued and outstanding Common Shares.
The Private Placement was approved by "disinterested" shareholders of RMS at
RMS' annual general and special meeting held on May 27, 2013. 


PHX has advised that it acquired the Common Shares for strategic purposes, which
Common Shares were issued to PHX pursuant to a share subscription agreement
dated as of April 23, 2013. PHX has advised that it may in the future take such
actions in respect of its shareholdings in RMS as it may deem appropriate in
light of the circumstances then existing, including, subject to applicable
securities laws, the purchase of additional common shares or other securities of
RMS through open market purchases or privately negotiated transactions, or the
sale of all or a portion of its holdings in the open market or privately
negotiated transactions to one or more purchasers.  


PHX will be filing a report (as contemplated by National Instrument 62-103 -
"The Early Warning System and Related Takeover Bid and Insider Reporting
Issues") in connection with its acquisition of the Common Shares pursuant to the
Private Placement. For further information, or to obtain a copy of such report,
please contact PHX Energy Services Corp. at the contact information below.


Forward Looking Information 

This news release contains certain "forward-looking information" within the
meaning of applicable securities law. The use of any of the words "will",
"intends" and other similar words or expressions is intended to identify
forward-looking information. More particularly and without limitation, this news
release contains forward-looking information concerning the proposed use of
proceeds of the Private Placement and the filing by PHX of its report in
connection with the acquisition of Common Shares. 


The forward-looking information in this news release is based on certain key
expectations and assumptions made by RMS and PHX. Although RMS and PHX believe
that the expectations and assumptions on which such forward-looking information
is based are reasonable, undue reliance should not be placed on the
forward-looking information because RMS and PHX can give no assurance that it
will prove to be correct. The forward-looking information in this news release
is subject to known and unknown risks and uncertainties and other factors which
may cause actual results to differ materially from those expressed or implied in
the forward-looking information. 


As a result of the foregoing, readers should not place undue reliance on the
forward-looking information contained in this news release. Readers are
cautioned that the foregoing list of factors is not exhaustive. Additional
information on these and other factors that could affect the operations of RMS
and PHX are included in reports on file with applicable securities regulatory
authorities and may be accessed through the SEDAR website www.sedar.com. 


The forward-looking information contained in this news release is made as of the
date hereof and RMS and PHX undertake no obligation to update publicly or revise
any forward-looking 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.,
Bay 10, 3491 12th Street NE
Calgary, Alberta T2E 6S6


PHX Energy Services Corp.
Mr. John Hooks
(403) 543-4466


PHX Energy Services Corp.
Suite 1400, 250 - 2nd Street SW
Calgary, Alberta T2P 0C1


RMS Systems Inc.
Mr. Dave Hall
(403) 717-9694

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