Rogers Associate Financial Partners Inc. Closes $500,000 Private Placement

CALGARY, May 4 /- Rogers Associate Financial Partners Inc.  announced the April 29, 2009 closing of a non-brokered private placement – via private placement memorandum – of 5,000,000 units of the Corporation at a price of $0.10 per unit for gross and net proceeds to the Corporation of $500,000. Each unit consists of one common share of the Corporation and one common share purchase warrant of the Corporation (the “Unit”). Canada Private Placement (PP), or Toronto Private Placement (PP). Each whole warrant shall entitle the holder to acquire one additional common share of the Corporation at an exercise price of $0.15 per common share of the Corporation for a period of two years from the closing of the private placement offering memorandum (PPM). Each subscriber under this private placement has acknowledged that the common shares of the Corporation may remain indefinitely subject to cease trade orders in Alberta, British Columbia and Manitoba, and are therefore not capable of being resold. The net proceeds from the sale of the Units will be used for the repayment of shareholder loans to the Corporation, the payment of liabilities and for general corporate and working capital purposes.

Insiders of the Corporation have participated in this private placement (PPO) as follows: (1) John Rogers, a director and officer of the Corporation, purchased 1,200,000 Units for $120,000; and (2) Geoff Feltham, a director and officer of the Corporation, purchased 1,100,000 Units for $110,000.

Prior to this acquisition, Mr. Rogers had acquired 2,841,457 common shares of the Corporation at an average cost of $0.165 per share. This acquisition of shares occurred prior to and after the Corporation filing its initial public offering (the “IPO”) prospectus dated September 26, 2005 (the “Prospectus”). As at the December 23, 2005 closing of the IPO, Mr. Rogers directly held 2,841,457 common shares, representing, in aggregate, approximately 22.89% of the 12,413,799 outstanding common shares on that date and 100,000 options to purchase common shares of the Corporation. On March 27, 2006, Mr. Rogers disposed of 272,780 common shares leaving him a balance of 2,568,677 common shares in the Corporation, representing, in aggregate, 20.69% of the 12,413,799 issued and outstanding share reported in Rogers’ audited annual financial statements for the year ended April 30, 2006.

Following Mr Rogers’ acquisition of the 1,200,000 Units, he directly owns or controls: (i) 3,768,677 common shares of the Corporation, representing approximately 21.33% of the 17,666,799 issued and outstanding common shares of the Corporation; (ii) 1,200,000 warrants; and (iii) 100,000 options pursuant to the stock option plan of the Corporation. Assuming the exercise of the options and warrants in full, Mr. Rogers would directly own or control an aggregate of 5,068,677 common shares of the Corporation, representing approximately 21.65% of the issued and outstanding common shares of the Corporation on a fully diluted basis.

Prior to Mr. Feltham’s acquisition under the private placement described above, he had acquired an aggregate of 815,942 common shares of the Corporation at an average cost of $0.058 per share of which 693,800 common shares of the Corporation were held directly by Mr. Feltham and 122,142 common shares of the Corporation were held through 936353 Alberta Inc. (“936353”), a company controlled by Mr. Feltham. After the closing of the IPO, Mr. Feltham’s shareholdings in the Corporation represented, in aggregate, approximately 6.57% of the 12,413,799 outstanding common shares on that date and 100,000 options to purchase common shares.

Following Mr Feltham’s acquisition of the 1,100,000 Units, he directly or indirectly owns or controls: (i) 1,915,942 common shares of the Corporation (1,793,800 directly and 122,142 through 936353), representing approximately 10.84% of the 17,666,799 issued and outstanding common shares of the Corporation; (ii) 1,100,000 warrants; and (iii) 100,000 options pursuant to he stock option plan of the Corporation. Assuming the exercise of the options and warrants in full, Mr. Feltham would directly or indirectly own or control an aggregate of 3,115,942 common shares of the Corporation, representing approximately 13.31% of the issued and outstanding common shares of the Corporation on a fully diluted basis.

http://www.newswire.ca/en/releases/archive/May2009/04/c8251.html

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