RS Group of Companies to merge with Strategy International Insurance Group

RS Group of Companies, Inc. (OTCBB: RSG) has signed an exclusivity agreement to become a wholly-owned subsidiary of Strategy International Insurance Group, Inc (OTCBB: SGYI). The transaction identifies Strategy’s intent to acquire all RS’s outstanding shares of common stock, options and all other outstanding equity securities. Subject to negotiation and execution of a definitive merger and appropriate Securities and Exchange Commission filings, the transaction will close upon Strategy’s offering of US$1.75 per share of common stock, no par value, of RS Group. From May 25 to July 24, 2005, as per terms of the exclusivity agreement, RS will not, directly or indirectly take any action to solicit, initiate, seek, entertain, encourage or support an inquiry or offer from any third party regarding any acquisition, merger, or consolidation with or involving RS Group. Furthermore, RS will notify Strategy, in writing, promptly upon receipt of a proposal of any third party. The RS Group of Companies, Inc. is a provider of pass-through risk specialty insurance, reinsurance products and affinity programs serving North America. Strategy Insurance Limited is a Barbados-formed and licensed provider of specialty lines of insurance, reinsurance and structured risk underwriting, focusing on credit risk and credit enhancement with offices in Barbados, London and Toronto.