VANCOUVER, BC / ACCESSWIRE / September 18, 2018 / Roughrider Exploration Limited (TSX-V: REL) ("Roughrider" or the
''Company'') is pleased to announce it has closed its previously announced non-brokered private placement (the
"Private Placement"). In connection with this closing, the Company issued an aggregate of 4,390,000 shares (the
"Shares") at a price of $0.10 per Unit for aggregate proceeds of $439,000.
The Company paid aggregate cash finders' fees of $19,250 in connection with the Private Placement. Accilent Capital Management
Inc. received aggregate finder's fees of $3,850.
The proceeds of the Private Placement will be used for general working capital purposes, further work on Roughrider's Genesis
uranium project and evaluation and potential acquisition of other exploration projects.
All the securities issued under the Private Placement are subject to a hold period expiring four months and one day from the
date of issuance.
Scott Gibson, the President of the Company acquired, directly and indirectly, 1,000,000 common shares pursuant to the Private
Placement. Prior to the Private Placement, Mr. Gibson owned directly, or had control and direction over 1,427,400 common shares,
representing 15.16% of the outstanding shares of the Company and 205,500 share purchase warrants. As a result of the acquisition of
the securities described above, Mr. Gibson directly and indirectly now owns and/or controls in aggregate 2,427,400 common shares of
the Company representing 17.58% of the post-closing issued and outstanding common shares of the Company, and 205,500 share purchase
warrants.
In addition, Pavilion Flow-Through (2017) 1, (2016) 1 and (2013) 2 (''Pavilion'') acquired directly 500,000
common shares pursuant to the Private Placement. Prior to the Private Placement, Accilent Capital Management Inc.
(''Accilent''), the portfolio manager of Pavilion owned directly, or had control and direction over 1,834,400
common shares, representing 19.48% of the outstanding shares of the Company and 769,714 share purchase warrants. As a result of the
acquisition of the securities described above, Accilent directly and indirectly now owns and/or controls in aggregate 2,334,400
common shares of the Company representing 16.91% of the post-closing issued and outstanding common shares of the Company and
769,714 warrants.
The Company has been advised that Mr. Gibson and Pavilion each separately acquired these securities for investment purposes and
may in the future acquire or dispose of securities of the Company, through the market, privately or otherwise, as circumstances or
market conditions warrant.
In total, directors and officers of the Company subscribed for a total of 1,300,000 shares under the Private Placement. The
issuance of these securities to directors and officers under the Private Placement are ''related party transactions'' under the
policies of the Exchange and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special
Transactions (''MI 61-101''). The Company is relying on exemptions from the minority shareholder approval and formal valuation
requirements applicable to the related party transactions under Sections 5.7(1)(b) and 5.5(b), respectively, of MI 61-101. There
has been no prior formal valuation of the common shares and share purchase warrants issued as there has not been any necessity to
do so. The Private Placement has been reviewed and unanimously approved by the Company's board of directors, including the
independent directors.
About Roughrider Exploration Limited
Roughrider and its partner Kivalliq Energy are exploring the Genesis uranium project located in the Wollaston-Mudjatik
geological trend extending northeast from Saskatchewan's Athabasca Basin. In addition, Roughrider has acquired options on the
Brownell Lake and Olsen property options near La Ronge Saskatchewan and the Silver Ace and Sterling projects in central British
Columbia.
For further information, please contact:
Scott Gibson
Chief Executive Officer
604-697-0028
Neither 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 release.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Certain information contained or incorporated by reference in this press release, including any information as to our
strategy, projects, plans or future financial or operating performance, constitutes "forward-looking statements." All statements,
other than statements of historical fact, are to be considered forward-looking statements. Forward-looking statements are
necessarily based on a number of estimates and assumptions that, while considered reasonable by the company, are inherently subject
to significant business, economic, geological and competitive uncertainties and contingencies. Although the Company believes the
expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees
of future performance. Known and unknown factors could cause actual results to differ materially from those projected in the
forward-looking statements. Such factors include but are not limited to: fluctuations in market prices, exploration and
exploitation successes, continued availability of capital and financing, changes in national and local government legislation,
taxation, controls, regulations, expropriation or nationalization of property and general political, economic, market or business
conditions. Many of these uncertainties and contingencies can affect our actual results and could cause actual results to differ
materially from those expressed or implied in any forward-looking statements made by, or on behalf of, us. Readers are cautioned
that forward-looking statements are not guarantees of future performance and, therefore, readers are advised to rely on their own
evaluation of such uncertainties. All of the forward-looking statements made in this press release, or incorporated by reference,
are qualified by these cautionary statements. We do not assume any obligation to update any forward-looking statements.
UNITED STATES ADVISORY
The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933,
as amended (the "U.S. Securities Act"), have been offered and sold outside the United States to eligible investors pursuant to
Regulation S promulgated under the U.S. Securities Act, and may not be offered, sold, or resold in the United States or to, or for
the account of or benefit of, a U.S. Person (as such term is defined in Regulation S under the United States Securities Act) unless
the securities are registered under the U.S. Securities Act, or an exemption from the registration requirements of the U.S.
Securities Act is available. Hedging transactions involving the securities must not be conducted unless in accordance with the U.S.
Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in the state in the United States in which such offer, solicitation or sale would be
unlawful
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 LAWS.
SOURCE: Roughrider Exploration Limited
https://www.accesswire.com/512146/Roughrider-Closes-Private-Placement