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CALGARY, March 12 /CNW/ - Resin Systems Inc. ("RS") (RS - TSX / RSSYF - OTCBB), a composite products innovation company, today announced that it has finalized the terms of its marketed private placement of common shares of RS on a best efforts agency basis announced in its press release dated February 27, 2007. Kingsdale Capital Markets Inc. and Research Capital Corporation (the "Agents") are acting as agents in connection with the offering. RS intends to sell up to 35,000,000 common shares from treasury at a price of $1.00 per share for total gross proceeds of up to $35 million. Participation in the offering by holders of RS's unsecured promissory notes issued January 12, 2007 in the aggregate principal amount of $5 million will reduce the amount to be raised by the Agents. It is anticipated that closing of the private placement will occur on or about March 29, 2007. Completion of the private placement is subject to certain conditions including the receipt of all necessary regulatory approvals. All of the common shares issuable pursuant to the private placement will be subject to a hold period of four months and one day from the closing date.
All of RS's directors and the chief executive officer will participate in the private placement for an aggregate amount of up to $4.75 million.
RS intends to use the proceeds of the proposed offering to fund:
- its share of the activities related to the relocation of its
RStandard(TM) manufacturing to southwest Ontario;
- the start-up costs and capital expenditures required to start
manufacturing its VRoll(TM) composite tubes;
- the repayment of RS's unsecured promissory notes issued January 12,
2007 held by holders who do not exercise their rights to participate
in the common share offering; and
- general working capital.
The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the U.S. Securities Act.
About RS
RS is a composite product innovator. RS develops advanced composite products for large-scale industrial markets. These products replace products which traditionally have been made using conventional building blocks of wood, concrete and steel. The foundation of RS is continuous innovation and product development utilizing its proprietary Version(TM) polyurethane resin system.
RS has successfully developed the VRoll(TM) bulk material handling system roller tube and the award winning RStandard(TM) modular composite transmission and distribution structure. For the latest on RS's developments, click on "Latest News" on www.grouprsi.com.
"Version", "RStandard" and "VRoll" are trademarks of RS.
This news release contains forward-looking statements. These forward-looking statements are not guarantees of future performance and undue reliance should not be placed on them. Actual results may differ materially as a result of any number of factors and uncertainties, many of which factors are beyond RS's control. Many of these risks and uncertainties are described in RS's 2005 annual information form and other documents RS files with the Canadian securities authorities and the United States Securities and Exchange Commission. 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.