RPT Resources Inc.'s Dissident Shareholder Seeks Court Injunction

RPT Resources Inc.'s ("RPT") Management has announced a private placement
financing of subscription receipts to "fund the exploration and development
program of ArPetrol Inc." following the completion of their proposed business
combination. "It seems that RPT Management has decided that they should spend a
significant amount of the company's capital in a proposed transaction that
shareholders have yet to approve. The costs attributed to the marketing of the
financing, the legal costs of the financing, the guaranteed funds owed to the
underwriting syndicate and as per RPT's press release interest on the private
placement funds would all be burned if RPT's shareholders vote down the proposed
business combination," stated Dissident Shareholder, Amir Mousavi. "The growing
number of Concerned Shareholders that have made me their proxy are completely
against this business combination with ArPetrol."


Recently a Concerned Shareholder of RPT has advised the Dissident Shareholder
that a member of RPT's Management called and advised the Concerned Shareholder
that their group had a massive block of voting shares. The member also advised
the Concerned Shareholder that he will not be invited to participate in a $15.5
million private placement financing that will occur at a price of $0.13
concurrent with the business combination unless he gives RPT's Management his
support via voting shares. RPT's last trading price was $0.17, therefore the
$0.13 per share financing is a 24% discount to RPT's last closing price. "This
is a terrible under valuation of RPT's assets and basically writes off any value
associated to RPT's mineral properties which RPT's management valued at $13.9
million in its latest annual audited and quarterly unaudited financial
statements," states Mr. Mousavi.


RPT President, Michelle Gahagan ("Gahagan") certified, on October 28, 2010 in
regards to the latest RPT audited financial statements and November 29, 2010 for
the latest RPT unaudited quarterly financial statements, the following statement
to RPT Shareholders and the Ontario Securities Commission via SEDAR:


"Based on my knowledge, having exercised reasonable diligence, the annual (and
interim) financial statements together with the other financial information
included in the annual (and interim) filings fairly present in all material
respects the financial condition, results of operations and cash flows of the
issuer, as of the date of and for the periods presented in the annual (and
interim) filings."


"If Gahagan certified on November 29, 2010 that the RPT's mineral properties
were valued at $13.9 million, cash and short term investments were valued at $13
million and shareholders' equity was valued at $27.0 million, why is RPT's
Management giving the assets of RPT away to ArPetrol at a pre-financing
valuation of $15 million ($0.13 per share)", asks Mr. Mousavi. Notably, most
concerned shareholders that have contacted the dissident shareholder have
indicated their average price is north of $0.20.


Furthermore, the Concerned Shareholder has advised the Dissident Shareholder
that he has been contacted by a number of individuals who have been representing
RPT in regards to RPT's proposed business combination with ArPetrol. Mr. Glenn
Olnick ("Olnick"), a director of Torch River Agricultural Corp., advised the
Concerned Shareholder that their group had a majority of votes in regards to the
shareholder meeting that RPT's Management cancelled. At a later time, another
person, this time a Director of both eShippers and Torch River Agricultural
Corp., Mr Wayne Tisdale ("Tisdale") called the Concerned Shareholder and offered
to set up a meeting with RPT President, Ms. Michelle Gahagan and Mr. Tim Thomas
("Thomas"), ArPetrol's future President to discuss the potential business
combination. The Concerned Shareholder has been in contact with Tisdale and
Olnick in the past and they indicated that they were representing RPT. "It seems
that non official RPT representatives are soliciting RPT shareholders who had
previously appointed me as their proxy for the recently cancelled shareholder
meeting. It appears that they have been successful with their delay tactic to
buy time and solicit shareholders who support me for when RPT's Management
decides it is time to reconvene the shareholder meeting," advised Amir Mousavi. 


RPT's website does not disclose Tisdale or Olnick as management or employees of
RPT, although it seems that the website has not been updated since 2009. Tisdale
or Olnick have not disclosed themselves as insiders on www.sedi.ca (the System
For Electronic Disclosure for Insiders), albeit they sit on common boards,
management teams and in some instances, share the same office space with RPT's
Management. On the TSX Venture website it indicates that Gahagan is a director
of eShippers along with Tisdale. On the website for Torch River Agricultural
Corp. it states Gahagan as a Director along with Tisdale and Olnick. The
Dissident Shareholder has received the NOBO shareholder list for RPT and Tisdale
and Olnick have an interest in RPT by either share ownership of family members
or share ownership by companies that they control including Galloway Financial
Services, Inc. a Barbados based company. "If Tisdale and Olnick are just
shareholders of RPT as am I, why do these two individuals have access to
non-public information on this proposed business combination and why are they
contacting the shareholders who support me to solicit their votes? Why are they
trying to organize meetings with shareholders who support me, to meet in
conjunction with Gahagan and Thomas to discuss the transaction?" asks Mr.
Mousavi.


In the press release from RPT dated December 3, 2010, Gahagan was touted as
being a principal in a privately held merchant bank based in Vancouver and
London and that she has extensive experience advising companies with respect to
M&A. Gahagan recently sent an email to another RPT Shareholder in regards to a
conversation she had with him about the proposed business combination. The email
was signed Michelle Gahagan, Managing Director, Intrepid Financial. According to
Gahagan's LinkedIn profile, she is an owner of a merchant bank called Providia.
Posted on the Intrepid Financial's website is the following statement: 


"We currently have $60m of cash and liquid assets within the stable of Intrepid
companies and ready access to further capital. Our preferred investment profile
is $3m-$10m, a board seat and significant influence." Intrepid Financial further
discloses that their approach includes their use of TSX shells. On another page
of the same website, it displays RPT's name and logo. "Who is Gahagan
representing when talking with RPT shareholders? Is she representing Providia,
Intrepid or RPT? Given the value Gahagan associates to RPT's $13.8 million in
mineral properties, is Gahagan treating RPT as just another one of Intrepid's
shell companies?" asks Mr. Mousavi.


The Dissident Shareholder had collected 97 proxies which appointed the Dissident
Shareholder as proxy for the shareholder meeting up to the date that RPT's
Management initiated its delay tactic by calling off the shareholder meeting.
Since launching the dissident shareholder proxy, the Dissident Shareholder has
received several calls and has verbal commitments from numerous other
shareholders that were planning to support him at the shareholder meeting. "A
common theme exists amongst the shareholders that have contacted me. All are
very disappointed with management's inability to invest the company's assets
over the past 3 years and their significant capital depreciation," states Mr.
Mousavi. The Dissident Shareholder again reiterates that if the proposed
business combination was not a delay tactic, then why did management not include
the business combination proposal in their planned shareholder meeting as they
had been working on the transaction for some time and why did they pay all the
costs associated with a shareholder meeting when they were aware that they would
need shareholder approval for a business combination? "RPT's representatives
have since begun discussing a $15.5 million private placement financing at
$0.13, which is a significant discount to the current share price, with a
Concerned Shareholder, which supports my assumption made on my November 26, 2010
press release that a dilutive financing would be required for the combined
entities to have $25 million in cash. Shouldn't RPT Management's statement in
their press release for the business combination with ArPetrol have stated that
'after a required financing' the combined cash of the amalgamated company would
be in excess of $25,000,000?" asked Amir Mousavi. 


The previous failed business combination of ArPetrol and PetroGlobe raises a
clear "Red Flag", as several investment banks attempted to raise the required
capital to complete the transaction. Participating were Canaccord Genuity Corp.,
Thomas Weisel Partners Canada Inc., Haywood Securities Inc., Cormark Securities
Inc. and FirstEnergy Capital Corp. In a news release issued on August 11th 2010
by PetroGlobe addressing the failed business combination the company states "an
integral part of the transaction was a $20 million equity private placement.
Despite extensive efforts by PetroGlobe, ArPetrol and the placing agents, the
private placement could not be completed". "With five investment banks working
on this proposed business combination for several months, they were still
unsuccessful," states Mr. Mousavi. "Why would RPT's Management and decision
makers force RPT shareholders into this Argentinean oil and gas deal that the
investment community rejected only 6 months ago and during a period of
incredible appetite for commodity investing?" asks Mr. Mousavi who is registered
as Investment Council and Portfolio Manager with the Ontario Securities
Commission.


On November 25, 2010, Alexander Mining plc, parent company of MetaLeach who
receives a consulting fee of $25,000 per month from RPT, made the following
announcement:


"The Company has noted the recent TSXV announcement of a possible business
combination between RPT Resources Ltd. ("RPT") and a private oil and gas
company, which, if consummated, may lead to RPT becoming solely engaged in oil
and gas exploration. The Company has a commercial agreement with RPT to develop
mining projects with MetaLeach's Proprietary Leaching Technologies. An extension
to this agreement, on a rolling basis, was announced in September. The Company
has been advised by RPT director Michelle Gahagan that RPT currently has no
intention of giving notice terminating the consultancy agreement with
Alexander's MetaLeach subsidiary."


"Why would RPT's Management burn the capital of RPT and continue to payout this
$300,000 annualized fee to MetaLeach even though they are planning a business
combination with another company?" asked Amir Mousavi. 


The previous failed business combination of ArPetrol and PetroGlobe also had a
non-completion fee of up to $1,500,000. Legal and due diligence costs associated
with the preparation of the proposed business combination will be substantial as
both sides have hired third party consultants to advise on the proposed business
combination. Legal and marketing costs associated with the required private
placement financing will be substantial. "The shareholders who support me remain
in support of a change in management and against this business combination. A
dissident shareholder proxy was filed to restructure the management team and
RPT's Management has used this business combination as a delay tactic to avoid a
shareholder vote," advised Amir Mousavi. "This business combination only seeks
to dilute the voices and votes of the concerned shareholders that have made me
their proxy and agree that there has to be a change in RPT's management".


"I am in the process of filing a court injunction to stop this issuance of more
RPT shares, this business combination and will ask for the immediate
recommencement of the Annual General Meeting" stated Mr. Mousavi.