Rogue Iron Ore Corp.

Rogue Iron Ore Corp.

June 11, 2012 08:30 ET

Rogue Iron Ore Amends Private Placement Terms, Closes First Tranche

VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 11, 2012) - Rogue Iron Ore Corp. (TSX VENTURE:RRS) ("Rogue" or the "Company") is pleased to announce that it has amended and closed the first tranche of its non-brokered private placement announced on May 16, 2012. The amended private placement consists of up to 10,000,000 units of the Company at a price of $0.12 per Non-Flow Through Unit (the "Unit") and $0.15 per Flow Through Unit (the "FT Unit"). The Company has raised an aggregate of $438,250 through the issuance of 2,116,667 Units and 1,228,329 FT Units.

"The Company is in an enviable position, as many of our catalysts are already underway and funded. In the near term, investors can expect to see assay results from drilling at Radio Hill and metallurgical test work that has been conducted. Once all assays have been received from the recently completed 10,500 meter drill program, the Company will begin calculating an updated resource estimate," commented Company President and CEO, Stephen de Jong. "In addition, Rogue shareholders will be receiving shares from the spin-out gold company created to capitalize on the combination of our existing land position with a significant gold discovery by Rogue's neighbor, Rio Tinto. Management remains committed to advancing the Radio Hill Iron Ore Project and at the same time unlocking unrealized value in the Company's other assets through joint ventures, asset sales, spin-outs and other deal structures."

Each Unit consists of one common share and one half of one non-transferable common share purchase warrant. Each Flow Through Unit consists of one flow through common share and one half of one non-transferable common share purchase warrant. Each whole warrant, whether acquired as part of a Unit or a Flow Through Unit, will entitle the holder to purchase one common share at an exercise price of $0.20 for 18 months following completion of the offering.

The private placement and any modifications to it are subject to compliance with applicable securities laws and final approval from the TSX Venture Exchange. The Company may pay finders' fees in accordance with the policies of the TSX Venture Exchange.

The proceeds from the issuance of the Flow-Through Units will be used to fund exploration expenditures on the Company's Canadian mineral projects and will qualify as Canadian exploration expenses (as defined in the Income Tax Act). The Company intends to use the net proceeds of the offering primarily for expenditures on the Company's Radio Hill Property and for general working capital.

Brokers are being paid a commission of 7% in cash and 7% in brokers' warrants.

In respect of its relationship with its market maker, Venture Liquidity Providers, the Company wishes to clarify that both the funds and the shares required for the market making are provided by W.D. Latimer. The fee paid by the Company to Venture Liquidity is for services only.

Project and Company Profile:

Radio Hill is a taconite (magnetite) iron formation located 85 southwest of Timmins and is accessed by Highway 101. Rogue's iron ore project is unlike other iron plays as it is on top of exceptional infrastructure. The property is transected by a heavy gauge portion of the CN Rail mainline at the active Kukatush rail siding. There is power and water within kilometers of the present drilling. Original exploration work at Radio Hill was conducted in the 1960s, when iron ore prices were less than one fifth of what they are today. Over the past 50 years little to no iron exploration work took place until Rogue acquired both the historical resource and the surrounding 12,000 hectares of highly prospective ground including the 12km Nat River Iron Formation. In May, 2012, the Company announced completion of 10,500 meters of drilling and upon receiving all assays will begin calculating the first resource estimate done on the project since the 1960s.

Near Term Company Catalysts Include:

  • Results from drilling of thickest portion of Radio Hill Iron Formation - assays pending
  • Completion of a resource estimate at Radio Hill
  • Results of metallurgical testwork at Radio Hill
  • Completion of spin-out gold company to capitalize on Rio Tinto gold discovery (visible gold in 11 separate drill intervals, all shallow drilling)
  • Further appointments at management and Board levels

Recent Company Milestones:

  • Completion of 10,500 meter drill program at Radio Hill (May 2012)
  • Execution of LOI with Rio Tinto subsidiaries to form spin-out gold Company, consolidate Timmins gold assets (May 2012)
  • Commencement of metallurgical study at Radio Hill (April 2012)
  • Appointment of VP Operations, Strategic Advisor (Feb/April 2012)
  • Commencement of exploration on 12km Nat River Iron Formation (April 2012)
  • Acquisition of Nat River Iron Formation extension (July 2011)


Stephen de Jong, President & CEO

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This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the common shares in any jurisdiction in which such offer, solicitation or sale would be unlawful. The common shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or the securities laws of any state of the United States and may not be offered or sold within the United States or to, or for the account or the benefit of, any person in the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.

Cautionary Note Regarding Forward-Looking Statements: Certain disclosure in this release, including statements regarding the possible completion of a private placement and use of the proceeds from the proposed private placement, constitute forward-looking statements. In making the forward-looking statements in this release, the Company has applied certain factors and assumptions that are based on the Company's current beliefs as well as assumptions made by and information currently available to the Company, including that the Company will obtain required regulatory approvals of, and investor participation in, the proposed private placement and that that the Company is able to obtain any government or other regulatory approvals required to complete the Company's planned exploration activities, that the Company is able to procure personnel, equipment and supplies required for its exploration activities in sufficient quantities and on a timely basis and that actual results of exploration activities are consistent with management's expectations. Although the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect, and the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such risk factors include, among others, that the Company will be unable to obtain required regulatory approvals and investor participation in the proposed private placement on a timely basis or at all, that actual results of the Company's exploration activities will be different than those expected by management and that the Company will be unable to obtain or will experience delays in obtaining any required government approvals or be unable to procure required equipment and supplies in sufficient quantities and on a timely basis. Readers are cautioned not to place undue reliance on forward-looking statements. The Company does not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.

* The historical estimates contained in this document are not in accordance with the mineral resources or mineral reserves classifications contained in the CIM Definition Standards on Mineral Resources and Mineral Reserves, as required by National Instrument 43-101 ("NI 43-101"). Accordingly, the Company is not treating these historical estimates as current mineral resources or mineral reserves as defined in NI 43-101 and such historical estimates should not be relied upon. A qualified person has not done sufficient work to date to classify the historical estimates as current mineral resources or mineral reserves. The term "ore" in this document is being used in a descriptive sense for historical accuracy, and is not to be misconstrued as representing current economic viability.

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.

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