RMS Announces Strategic Joint Venture for Operations Outside of Canada

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A
VIOLATION OF U.S. SECURITIES LAW.


RMS SYSTEMS INC. (TSX VENTURE:RMS) ("RMS" or the "Company") announces that it
has agreed to enter into a joint venture relationship (the "Joint Venture") with
Phoenix Technology Services Inc. ("Phoenix"). Phoenix is a wholly-owned
subsidiary of PHX Energy Services Corp. (TSX: PHX). Closing of the Joint Venture
is subject to the satisfaction of certain customary closing conditions to be
satisfied on or before May 31, 2012 ("Closing").


Phoenix, RMS, and RigManager Inc. (RMS' wholly-owned Texas subsidiary)
("RigManager USA") will or have entered into definitive agreements in respect of
the Joint Venture, the effect of which is as follows:




1.  A special purpose vehicle, RigManager International Inc., has been
    incorporated ("RigManager International") of which 50% of the shares are
    owned by Phoenix and 50% of the shares are owned by RMS. 
2.  Phoenix will pay total consideration of approximately $2.7 million upon
    Closing in exchange for its 50% interest in RigManager International,
    subject to post-closing adjustments. 
3.  RigManager International will own all of the shares of RigManager USA. 
4.  License Agreement: At Closing RMS will grant a license to RigManager
    International (the "License") consisting of certain of its know-how and
    intellectual property associated with the RigManager System (a
    description of the "RigManager System" can be found below under the
    heading "About RMS"). Pursuant to the License, RigManager International
    will be granted the exclusive right to market and distribute the
    RigManager System through-out the world except in Canada. The License
    will not be revocable except by agreement of the parties or in the event
    of a change of control of RigManager International. RMS will continue to
    be the supplier of the RigManager System. A copy of the License
    Agreement will be available on SEDAR. 
5.  Shareholders Agreement: At Closing the parties will enter into a
    Shareholders Agreement managing certain of the affairs of RigManager
    International (the "Shareholders Agreement"). The Shareholders Agreement
    will include the right of RMS to acquire all of the RigManager
    International shares held by Phoenix in the event positive EBITDA has
    not been reached in at least one of the fiscal years up to and including
    the year ending December 31, 2016. The Shareholders Agreement will
    provide that RigManager International shall have a Board of Directors
    consisting of an equal number of nominees of each of Phoenix and RMS and
    one additional director mutually agreed upon by Phoenix and RMS. The
    current Board of Directors of RigManager International includes Dave
    Hall, John Zang, John Hooks and Mike Buker. A copy of the Shareholders
    Agreement will be available on SEDAR. 
6.  Canadian Marketing Unchanged: Marketing and distribution of the
    RigManager System in Canada will continue to be carried out by RMS'
    wholly-owned subsidiary, RigManager Services Ltd. 
7.  United States Marketing: Marketing and distribution of the RigManager
    System in the United States will continue to be carried out by
    RigManager USA. Previously RigManager USA was 100% controlled by RMS. As
    a result of the 100% ownership of RigManager USA by RigManager
    International, RigManager USA is now effectively 50% controlled by
    Phoenix and 50% controlled by RMS. 
8.  Phoenix Director on RMS Board: John Hooks has agreed to join the Board
    of Directors of RMS upon closing of the Joint Venture. 



In summary, the effect of the transactions is that the RigManager System will be
marketed worldwide outside of Canada through a joint venture between RMS and
Phoenix. It is the parties' intention that RigManager International will take
advantage of the marketing expertise and relationships of Phoenix and the
technical expertise of RMS. Phoenix will assist RigManager International with
installation and service of the RigManager System (except in Canada where such
services will continue to be provided by RigManager Services Ltd.).


Through this transaction, RMS will access Phoenix's marketing and operations
infrastructure in the United States, Albania, Russia, Colombia and Peru. RMS
expects an increased rate of market penetration in these countries as a result
of the Joint Venture. The RigManager System has recently been installed on two
drilling rigs in Albania with the possibility of installation on three
additional rigs in that country.


Dave Hall, President and CEO of RMS, stated "the agreements we have reached with
Phoenix will greatly accelerate the expansion of RMS beyond the Canadian border.
One of the challenges we faced in expanding internationally was gaining access
to the markets and being able to assure potential customers that we could
service our equipment upon its installation. The Joint Venture should solve this
problem. We believe the initial installation of the RigManager System on the
rigs in Albania is only the beginning of the exciting acceleration of our
international roll-out of the system."


Phoenix is a full service horizontal and directional provider and offers an
extensive fleet of proprietary measurement while drilling systems and down hole
performance drilling motors. Phoenix currently has a job capacity of 200 MWD
systems worldwide . John Hooks, President and CEO of PHX Energy Services Corp.,
stated "we believe that the RigManager System will be complimentary to the
current service offerings. We look forward to working further with RMS to
improve drilling efficiencies for drilling operators."


International growth is a cornerstone of the RMS growth strategy. Many of the
jurisdictions which RMS will now access do not face the challenges posed by the
annual occurrence of the Canadian spring break-up. Denny Chow, CFO of RMS,
stated "financially the Canadian spring break-up, where many rigs cease
drilling, results in essentially a ten month drilling season in Canada. Because
the RigManager System earns revenues based upon the days used, this essentially
means in Canada we operate on a 10 month year, whereas internationally we should
see 12 months of operations in most jurisdictions."


RigManager Services Ltd. (the Canadian subsidiary of RMS) entered spring
break-up installed on 36 rigs. RigManager USA is currently installed on 4 rigs.
The marketing program of the RigManager System in the United States will now be
significantly accelerated with the assistance of Phoenix.


About Phoenix:

The Phoenix group of companies (herein referred to as "PHX Energy") provides
horizontal and directional technology and drilling services to oil and natural
gas producing companies in Canada, the US, Albania, Peru, Russia, and Colombia.
PHX Energy develops and manufactures measurement while drilling ("MWD")
technology that are made available for internal operational use, and services
the majority of its drilling equipment in-house. PHX Energy utilizes its
research and development department to bring new technology to the market and to
continually enhance its current suite of products. PHX Energy has drilled over
18,000 wells since its inception.


The common shares of PHX Energy Services Corp. trade on the Toronto Stock
Exchange under the symbol PHX. Additional information concerning PHX can be
found at http://www.phxtech.com and on SEDAR.


About RMS:

RMS Systems Inc. has developed industry leading technologies (the "RigManager
System") which allows drillers of oil and gas wells to view the data that the
drill bit sees from the comfort of their own home, office or mobile device. The
RigManager Electronic Drilling Recorder ("EDR") allows the rig operators,
engineers, and geologists to monitor drilling progress in near real time without
actually being at the well location. RMS has developed hardware and software
solutions, with secure internet access that provides the foundation for drilling
information management. The RMS electronic data solutions are used to create
meaningful data analysis, increased productivity, and improved customer
satisfaction. The RMS system includes high speed access to drilling data,
customizable report generation, and the RMS communications system which provides
customers improved bandwidth, lower latency and improved voice quality over
systems that have historically been used in the EDR business. The RMS products
have been developed by RMS technicians meaning they are customizable to meet
customer needs. RMS is the developer of its software and utilizes licensed
industry proven data collection sensors in the RigManager System. The RMS vision
is to provide the most complete and interpretive electronic data using
up-to-the-minute network communications. More information concerning RMS can be
found at its website www.rigmanager.com and on SEDAR.


Cautionary Statements

The information in this news release includes certain information and statements
about management's view of future events, expectations, plans and prospects that
constitute forward looking information within the meaning of applicable
securities laws and are based on the expectations, estimates and projections of
management of RMS as of the date of this news release unless otherwise stated.
The use of any of the words "expect", "anticipate", "intend", "continue",
"estimate", "objective", "ongoing", "may", "will", "project", "should",
"believe", "plans", "intends" and similar expressions are intended to identify
forward-looking statements or information. More particularly and without
limitation, this press release contains forward-looking statements and
information concerning closing of the Joint Venture, the anticipated benefits of
the arrangement with PHX as it relates to, among other things, increased market
presence and the ability to sell and service RMS products worldwide.. In
addition, information in this news release incorporates information provided to
RMS by Phoenix. All statements are based upon assumptions that are subject to
significant risks and uncertainties. These risks include, but are not limited to
a failure to close the Joint Venture, a reduction in drilling activity
internationally, in the United States and/or Canada. Certain information,
including rig count data, is based upon third party information. RMS has not
independently verified this data. 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 nature of the agreements that RMS maintains with its industry
partners provides that these agreements are, for the most part, terminable
without notice and without penalty. In addition, these agreements provide that
revenue is earned only while the drilling rig is in operation. As a result, RMS'
revenues are impacted significantly by a reduction in drilling activity by its
customers and the RMS expectations may be impacted significantly in the event a
customer changes its drilling plans or otherwise terminates its relationship
with RMS. RMS revenues are also significantly impacted by weather which on
occasion limits drilling activities. RMS Systems Inc. disclaims any intention
and assumes no obligation to update or revise any forward looking statements to
reflect actual results, whether as a result of new information, future events,
changes in assumptions, changes in factors affecting such forward looking
statements or otherwise, except as required pursuant to applicable securities
laws.
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