RMS Systems Inc.

TSX VENTURE : RMS


RMS Systems Inc.

October 11, 2012 11:45 ET

RMS Systems Inc. Announces Non-Brokered Private Placement

CALGARY, ALBERTA--(Marketwire - Oct. 11, 2012) -

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) is pleased to announce that it has agreed to raise approximately $1,710,000 in a non-brokered private placement financing (the "Offering") by issuing 9,500,000 common shares (the "Common Shares") at a price of $0.18 per Common Share to PHX Energy Services Corp ("PHX"). PHX is the Corporation's joint venture partner in its 50% subsidiary RigManager International Inc.

The net proceeds from the Offering will be used to fund RMS' capital expenditures as well as for general working capital purposes.

The Offering is expected to close in late October, 2012 and is subject to certain conditions, including, but not limited to, the execution of definitive documentation and the receipt of all necessary approvals, including the approval of the TSX Venture Exchange. The Common Shares issued pursuant to the Offering will be subject to a four month hold period.

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, the completion of the Offering and the anticipated closing date of the Offering 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 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. 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.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Contact Information

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

    RMS Systems Inc.
    Bay 10, 3491 12th Street NE
    Calgary, Alberta T2E 6S6