RS Announces Mailing of Information Circular and Intention to Delist From the NEX

CALGARY, June 1, 2011 /CNW/ -- 
CALGARY, June 1, 2011 /CNW/ - RS Technologies Inc. ("RS" or the "Corporation") (CVE: RS.H), a technology innovator and manufacturer of advanced
 composite products for infrastructure markets, announced today that it
 has mailed its information circular - proxy statement ("Information Circular") for its upcoming annual general and special meeting of shareholders
 (the "Meeting") to be held on June 22, 2011. At the Meeting, among other matters,
 shareholders will be asked to consider, and if thought appropriate,
 pass a resolution authorizing the delisting of the common shares ("Common Shares") of the Corporation from the facilities of the NEX Board ("NEX") of the TSX Venture Exchange ("TSXV").


In evaluating future opportunities for RS, the board of directors of RS
 has determined that it is currently in the best interests of RS to
 delist the Common Shares from the facilities of the NEX. As such,
 subject to obtaining prior written consent for the delisting as further
 discussed below, shareholders will be asked at the Meeting to approve
 (among other things) a resolution authorizing the delisting of the
 Common Shares from the facilities of the NEX.  Provided that such
 resolution is passed, and RS completes the delisting of the Common
 Shares from the NEX, the Common Shares will not be listed and posted
 for trading on any marketplace and there will be no public liquid
 market to trade the Common Shares.


Pursuant to the policies of the NEX, in order to voluntarily delist the
 Common Shares from the facilities of the NEX, a majority of the holders
 of Common Shares, excluding those Common Shares where direct or
 indirect beneficial ownership of, or control or direction is held by,
 directors and officers of RS, must approve the delisting. Although RS
 currently expects to seek shareholder approval for the delisting at the
 Meeting, RS may also seek (and obtain) the requisite shareholder
 approval by way of written consent resolution prior to the Meeting with
 the result that there will not be a need to proceed with the resolution
 at the Meeting.


RS believes that a delisting of the Common Shares from the facilities of
 the NEX will provide a number of immediate benefits to RS, including
 among others, the following:


    --  the NEX places a limit on the size of any financing transaction
        that RS may pursue, including a rule that, subject to certain
        exceptions, RS may not raise more than $500,000 in aggregate
        through the issuance of securities in any 12 month period;
    --  by not being listed, RS believes it will be able to pursue the
        most beneficial transaction that may be available at any given
        time, without being subject to rules and policies of a stock
        exchange that may hinder or delay a transaction, providing RS
        with the maximum amount of flexibility to structure a
        transaction to meet its current and future needs;
    --  subsequent to de-listing, RS will continue to be a "reporting
        issuer" in certain jurisdictions in Canada and remain subject
        to continuous disclosure requirements, including the timely
        issuance of press releases, financial statements, management's
        discussion and analysis and various other disclosure documents
        for the benefit of shareholders; and
    --  as the Corporation seeks to reduce costs and expenses, the
        Corporation has determined that it may realize additional
        savings by eliminating the associated costs and expenses of
        maintaining a listing of its Common Shares on a public
        exchange.



Further information on the proposed delisting and RS' reasons for the
 delisting are set forth in the Information Circular which shareholders
 are encouraged to read.


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


Certain information set forth in this news release, including the
 intention of RS to apply to voluntarily delist its common shares from
 the NEX, 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 shareholder approval for the de-listing, the
 NEX not approving the de-listing application; RS not realizing the
 benefits of de-listing as set forth herein; RS not securing additional
 funds for its working capital needs to continue as a going concern;
 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, 2010 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.


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p RS Technologies Inc.br/ Laurien Abel, Investor Relations and Communicationsbr/ Tel: [phone] Fax: [phone]br/ Email: a href="mailto:[e-mail]"[e-mail]/a /p 

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