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

CALGARY, June 1, 2011 /PRNewswire/ - 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.

SOURCE RS Technologies Inc.

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