SOURCE: Rogue Resources Inc.

Rogue Resources Inc.

October 20, 2017 12:00 ET

Rogue to Acquire the Snow White Project, a Permitted Silica/Quartz Quarry in Northern Ontario

TORONTO, ON--(Marketwired - October 20, 2017) -

  • Property has existing Silica/Quartz Pit-Quarry Aggregate Permit
  • High SiO2 and low impurities confirmed by historic bulk testing by Silicon Metal Producer
  • Project anticipated to work well with Rogue's Specialty Distribution Partner and under its the Exploration and Development Agreement with Silicon Metal producers

Rogue Resources Inc. (TSX VENTURE: RRS) ("Rogue" or the "Company") is pleased to announce that it has entered into an agreement (the "Agreement") to acquire the entire Snow White Quartz Project ("Snow White" or the "Project"), located near Massey, Ontario, Canada from a Sudbury-based prospector (the "Seller").

"Once Rogue initiated the Quartz Exploration & Development Agreement in September, quartz opportunities began to present themselves to us and Snow White was at the top of the list. We have said that in addition to Silicon Ridge we would continue to analyze other quartz deposits with varying volume potential, cost structure and metallurgical characteristics. The acquisition of Snow White will be a direct result of this work and will strengthen our portfolio", said Sean Samson, President and CEO of Rogue.

The Agreement

Under the terms of the Agreement, Rogue has agreed to purchase the Project (the "Acquisition") by delivering, among other things, the following to the Seller:

  • cash payment at closing (the "Closing") of CAD$25,000;
  • issuance of 150,000 Rogue common shares ("Common Shares") at Closing;
  • additional cash payments of an aggregate of CAD$725,000 following Closing upon the earlier of achievement of certain milestones and anniversaries of Closing (the "Payment Period");
  • additional issuance of an aggregate of 900,000 Common Shares during the Payment Period; and
  • grant of a 2% net return on all quartz/silica from the Project, subject to a reservation by the Company of a buy back right upon payment of an additional CAD$2 million to the Seller.

Pursuant to the Agreement, Closing of the Acquisition is expected to take place in December 2017, conditional upon the completion of certain confirmatory due diligence by the Seller, including thermal strength index ("TSI") test work currently underway, and the approval of the TSX Venture Exchange.

The Snow White Project

The Snow White property consists of two staked mining claims representing approximately 96 hectares, located approximately 26 km northwest of the town of Massey, 125 km west of the city of Sudbury and 500km north-northwest of Toronto. The Project currently has Class A and Class B Pit-Quarry-Aggregate Permits for unlimited annual silica/quartz production. The area surrounding the Project is equipped with good infrastructure, an existing access road, and is also proximate to deep-water ports on Lake Huron that the Company expects could ease transportation logistics in respect of the Project.

Snow White's material has been drilled and metallurgically tested over the past two decades. In 2000, Globe Specialty Metals Inc. (now part of Ferroglobe PLC), completed furnace testing on a 933 tonne bulk sample at their facility in Niagara Falls, New York which indicated that the shipment met all of the specification requirements and that a good quality silicon metal was produced in the furnace during the testing.

Additional areas of possible quartz mineralization have been identified within the Project's property boundaries and could represent targets for future exploration.

About Rogue Resources Inc.

Rogue is a mining company focused on identifying positive cash flow opportunities. Not tied to any metal, the Company looks at rock value and good grade deposits that can withstand all stages of the metal price cycle. The Company remains focused on advancing its Silicon Ridge Project, exploring its other assets, including Radio Hill, and identifying additional assets that meet its criteria.

For more information visit www.rogueresources.ca

Qualified Person

The Snow White Project is under the direct supervision of Paul Davis, P.Geo., VP, Technical and Director of the Company and a Qualified Person ("QP") as defined by National Instrument 43-101. The QP has approved the scientific and technical content of this release.

On Behalf of Rogue Resources Inc.

Sean Samson
President & CEO, Director

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. All such statements and disclosures, other than those of historical fact, which address activities, events, outcomes, results or developments that the Company anticipates or expects may, or will occur in the future (in whole or in part) should be considered forward-looking statements. In some cases, forward-looking statements can be identified by the use of the words "will", "anticipate", "potential", "would", "continue", "can", "expect", "conditional", "could", "possible", "future" and similar expressions.

In particular, but without limiting the foregoing, this news release contains forward-looking statements pertaining to the following: the acquisition of the Project; the timing of Closing; the ability of the parties to the Agreement to complete the Acquisition; conditions to Closing; the benefits of the Acquisition to the Company, including benefits in respect of existing business relationships; the production of minerals from the Project and the quality thereof; the acceptability of minerals produced from the Project to certain purchasers; the area surrounding the Project; and exploration potential of the area within the Project's property boundaries.

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; the price of quartz; exploration and development costs; mining operations and development parameters; regulatory restrictions; 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 Project may not be completed in the timelines anticipated, in the manner anticipated or at all; the Project may not have the results currently anticipated by the Company; the Company may be unable to resolve geological, mechanical 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 price of quartz; 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 of the 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.

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