NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA OR TO U.S. WIRE SERVICES
- Files Snow White Technical Report on SEDAR
- Repriced non-brokered private placement to reflect the recent market price
- Closes First Tranche of private placement
TORONTO, Sept. 04, 2018 (GLOBE NEWSWIRE) -- Rogue Resources Inc. (TSX-V:RRS) (“Rogue” or the
“Company”) is pleased to announce the filing of an independent technical report (the “Technical Report”) regarding Snow White
quartz project located North of Massey, Ontario (“Snow White” or the “Project”). The Technical Report, entitled “NI 43-101
Technical Report on the Snow White Silica Property, Deagle Township, Massey, Ontario, Canada”, dated effective August 8, 2018, was
prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) by
M.Plan International Limited (“M.Plan”). M.Plan is a joint venture between Dorfner ANZAPLAN GmbH and Micon International Limited
formed to provide consulting services in the specialty minerals sector. The resource estimate in the Technical Report includes
resources from the Project’s Main Zone, which the Company believes is open along the strike and down dip, which has the potential
for expansion. A copy of the Technical Report is available under the Company’s profile on SEDAR (www.sedar.com) or on the Company’s
website at www.rogueresources.ca.
“We believe the Technical Report establishes the quality of Snow White, including exceptionally low impurities
contained in the quartz,” said Sean Samson, President and CEO of Rogue Resources. “We are excited that this material has been
tested to meet the specifications for each of our target markets and expect that these results will assist in our ongoing
negotiations with potential customers. We look forward to confirming the potential extension of the quartz mineralization, beyond
this Main Zone, into the quartz identified approximately 1,000 metres to the south.”
Repricing and Extension of Non-Brokered Private Placement
Rogue has also received approval of the TSX Venture Exchange (the “TSXV”) for an extension of the deadline and
repricing of its previously announced non-brokered private placement (the “Private Placement”) (see news releases dated April 2,
2018 and April 9, 2018). The Private Placement is being repriced in order to more accurately reflect the recent market price of the
Company’s common shares. The Private Placement will consist of the planned issuance and sale of up to 2,222,222 units of the
Company (“Units”) at a price of $0.18 per Unit for aggregate gross proceeds of $400,000 (the “Unit Offering”) and up to 400,000
flow-through units of the Company (“FT Units”) at a price of $0.25 per FT Unit for aggregate gross proceeds of $100,000 (the “FT
Unit Offering” and together with the Unit Offering, the “Private Placement”).
Each Unit will consist of one common share of Rogue and one common share purchase warrant (each, a “Warrant”)
entitling the holder thereof to purchase one common share at an exercise price of $0.30 until July 25, 2020. Each FT Unit will
consist of one flow-through common share of Rogue (each, a “FT Share”) and one-half of one common share purchase warrant (each, a
“FT Warrant”) entitling the holder thereof to purchase one common share at an exercise price of $0.35 until July 25, 2020.
All Warrants and FT Warrants issued in the Private Placement will contain an accelerator clause whereby, if at
any time after August 31, 2019, and prior to the expiry of the Warrants or FT Warrants, the trading price of Rogue’s common shares
exceeds $0.40 for a period of ten consecutive trading days, the Company may provide notice to the holders of the Warrants and FT
Warrants that such warrants will expire 30 days after the date of the notice.
The Private Placement is subject to regulatory approval, including the approval of the TSXV. Closing of the
Private Placement is expected to occur on or before October 5, 2018 (the “Private Placement Closing”). The proceeds of the Unit
Offering will be used for general corporate purposes. The proceeds from the FT Unit Offering will be used for Canadian Exploration
Expenses, as defined in the Income Tax Act (Canada).
Closes First Tranche
The Company also wishes to announce the closing of the first tranche of the Private Placement, subject to
regulatory approval, including the approval of the TSXV. At the closing of the first tranche, the Company received aggregate gross
proceeds of $136,130 from the Private Placement, comprised of $136,130 from the issuance and sale of 756,278 Units at a price of
$0.18 per Unit.
No Finders’ Fees were paid in relation to the first tranche of the Private Placement.
Additional tranches of the Private Placement, if any, will be by way of private placement in each of British
Columbia, Alberta, Ontario and such other jurisdictions as the Company may determine. The Private Placement will be exempt from
prospectus and registration requirements of applicable securities laws.
The Private Placement Closing is subject to regulatory approval. The common shares issued under the Private
Placement will be subject to a statutory hold period of four months plus one day from their respective closing date, in accordance
with applicable securities laws.
About Rogue Resources Inc.
Rogue is a mining company focused on generating positive cash flow. Not tied to any commodity, it looks at
rock value and good grade deposits that can withstand all stages of the commodity price cycle. The Company remains focused on
advancing its silica/quartz business with the Snow White Project in Ontario and the Silicon Ridge Project in Quebec, exploring its
other assets, including the gold potential at Radio Hill and nickel potential at Langmuir, and identifying additional projects or
mines that meet its criteria.
For more information visit www.rogueresources.ca.
Qualified Person
The Company’s Projects are under the direct technical supervision of Paul Davis, P.Geo., and Vice-President of
the Company. Mr. Davis is a Qualified Person as defined by NI 43-101. He has reviewed and approved the technical information in
this press release.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in
the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news
release.
Cautionary Note Regarding Forward-Looking Statements:
This news release contains certain statements or disclosures relating to the Company that are based on the
expectations of its management as well as assumptions made by and information currently available to the Company which may
constitute forward-looking statements or information (“forward-looking statements”) under applicable securities laws.
Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words
“expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “continue”, “potential” and similar expressions,
or are events or conditions that “will”, “would”, “may”, “could” or “should” occur or be achieved.
In particular, but without limiting the foregoing, this news release contains forward-looking statements
pertaining to the following: the quality of the Snow White Project; the impact of the Technical Report on ongoing negotiations;
quartz mineralization extensions; the Private Placement; the Units, FT Units, Warrants and FT Warrants; the Private Placement;
Closing, including additional tranches; and the expected use of proceeds from each of the Unit Offering and the FT Unit
Offering.
The forward-looking statements contained in this news release reflect several material factors and
expectations and assumptions of the Company including, without limitation: business strategies and the environment in which the
Company will operate in the future; commodity prices; exploration and development costs; mining operations, drilling plans and
access to available goods and services and development parameters; regulatory restrictions; the ability of the Company to obtain
applicable permits; activities of governmental authorities (including changes in taxation); currency fluctuations; the global
economic climate; and competition.
The Company believes that the material factors, expectations and assumptions reflected in the
forward-looking statements are reasonable at this time but no assurance can be given that these factors, expectations and
assumptions will prove to be correct. The forward-looking statements included in this news release are not guarantees of future
performance and should not be unduly relied upon. Such forward-looking statements involve known and unknown risks, uncertainties
and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking
statements including, without limitation: general economic, market and business conditions; the technical reports which may not be
completed in the timelines anticipated, in the manner anticipated or at all; the Company’s properties may not have the results
currently anticipated by the Company; the Company may be unable to resolve geological, mechanical, regulatory or operational issues
in the timelines anticipated, in the manner anticipated or at all; increased costs and expenses; reliance on industry partners;
risks related to operations, government and environmental regulation, conclusions of economic evaluations and changes in project
parameters as plans continue to be refined; risks in the marketability of minerals; fluctuations in the commodity prices;
fluctuation in foreign exchange rates and interest rates; stock market volatility; and certain other risks detailed from time to
time in the Company’s public disclosure documents including, without limitation, those risks identified in this news release, and
in the Company’s most recent annual and interim management’s discussion and analysis, copies of which are available on the
Company’s SEDAR profile at www.sedar.com. Readers are cautioned that the foregoing list of factors is not exhaustive and are
cautioned not to place undue reliance on these forward-looking statements.
The forward-looking statements contained in this news release are made as of the date hereof and the Company
undertakes no obligations to update publicly or revise any forward-looking statements, whether as a result of new information,
future events or otherwise, unless so required by applicable securities laws.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities
in the United States of America. The securities have not been and will not be registered under the United States Securities Act of
1933 (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S.
Persons (as defined in the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities
laws, or an exemption from such registration is available.
For additional information regarding this news release please contact: Sean Samson info@rogueresources.ca Toll Free: 1-888-764-1981 Direct: +1-647-243-6581
