RS Group of Companies to Merge into Strategy International

Strategy International Insurance Group, Inc. and RS Group of Companies, Inc. announced that, on January 6th, 2006, “the respective Boards of Directors of the companies approved a letter agreement stating that RS Group would be merged with and into Strategy or a wholly-owned subsidiary of Strategy.”

The announcement said the “merger will be subject to the execution of a definitive merger agreement, the vote of the shareholders of RS Group to approve the merger, the vote of the shareholders of Strategy to increase the authorized common stock of Strategy sufficient to issue the new shares to the RS Group companies, compliance with all necessary regulatory requirements, and such other customary conditions as shall be provided by the definitive merger agreement.

“Pursuant to this letter agreement, each of the holders of issued and outstanding stock of RS Group as of the record date all classes shall receive, in exchange for every three shares of RS Group common stock held, two shares of common stock, $0.001 par value of Strategy common stock. The exchange ratio was based upon initial fairness opinions provided to the respective Boards of Directors of the RS Group and Strategy by independent valuation firms.”

Strategy International is a publicly traded Texas corporation, which is a holding company for a group of financial service companies that are located throughout the world. Strategy Holding Company Limited, a wholly-owned subsidiary is the parent company for a group of insurance related organizations whose operating subsidiaries include Strategy Insurance Limited of Barbados, Strategy Insurance (Canada) Limited and Strategy Underwriting Agency Limited.

RS Group of Companies, Inc. is based in Toronto. It has developed and is implementing a strategy to design, structure and sell a broad series of pass-through risk specialty insurance and reinsurance platforms throughout North America.

Strategy’s President and CEO Stephen Stonhill commented: “We have long believed that the objectives of Strategy International and RS Group match. We are excited to see the efforts of both management teams have come to fruition. Combining our strengths into a single organization will lead to operational efficiencies and open up new revenue opportunities.”

John Hamilton, CEO of RS Group of Companies, Inc., indicated: “This is an exciting time for our investors, clients, employees and partners. We look forward to a future that we believe will enable both companies to expand its presence within the insurance and reinsurance industry.”