Rogue Iron Ore Corp.

TSX VENTURE : RRS


Rogue Iron Ore Corp.

December 19, 2013 10:17 ET

Rogue Iron Ore Announces Acquisition of Quebec Gold Project, 5:1 Consolidation, Private Placement & Name Change

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Dec. 19, 2013) - Rogue Iron Ore Corp. (TSX VENTURE:RRS) ("Rogue" or the "Company") wishes to announce it has acquired a Quebec gold project and is undergoing a corporate restructuring in order facilitate moving ahead with an exploration program that will create value for its shareholders.

Details include:

  • Acquisition of the high-grade East-West Gold Project near Val d'Or, Quebec
  • 5:1 share consolidation resulting in 10,070,980 shares outstanding (does not include share issuance related to the acquisition of the East-West Project and the Offering)
  • Private placement (the "Offering") for a total of $750,000 in flow through units ("FT Units") at a post-consolidated price of $0.10 per FT Unit and non-flow through units ("NFT Units") at a post-consolidated price of $0.08 per NFT Unit
  • Name change from Rogue Iron Ore Corp. to Rogue Resources Inc. to better reflect the Company's diversified resource portfolio
  • Immediate strategic review of options to help realize the value of its 100% owned Langmuir Nickel deposit, where over $7,000,000 of work has defined a near surface, high-grade nickel, PGM deposit neighboring Timmins, Ontario with operating nickel mills in the immediate area
  • Complete review of Radio Hill Iron Ore Project (details follow under Radio Hill Update)

"Although 2013 has been a tough year for the resource industry, it is our job as management to find ways to create value for our shareholders. Today's announcement is the first step of many the Company will be taking as we look to take advantage of the numerous opportunities this market has created, as well as to extract the value in Rogue's existing assets. The acquisition of the East-West Gold Project, an under-explored project in one of the world's most prolific gold belts, will position the Company for future success in the safe, infrastructure-rich jurisdiction of Quebec," commented President and CEO, John de Jong. "As we build on existing relationships with groups that continue to support Quebec gold exploration, Rogue will create value for its shareholders by taking a methodical and proven exploration approach to multiple, heavily-discounted assets, beginning with the East-West Gold Project. Further to this, discussions are underway on two additional assets, in both early and advanced stages. Investors can also expect to see a number of additions and/or changes at the Board and management team level in the near future."

East-West Project

The East-West Project consists of seven claims in Dubuisson Township, located approximately 11 km west of Val d'Or, Quebec, on the eastern portion of the prolific Abitibi Greenstone Belt. The project is intersected by Highway 117 and is in close proximity to multiple present and past producing gold mines and milling facilities.

The property is underlain by the famous Marbanite Shear, which is host to the past producing Kiena Mine (approximately 1.9 M oz of gold produced) located 3.5 km east of the property. Currently operating mines in proximity to this trend include Agnico Eagle's Goldex Mine and Osisko's Malartic Mine. These operations are located 10 and 12 km respectively, on strike east and west of the property.

The project has over a 1.6 km strike length of favorable geology with mineralization primarily occurring within three main zones. Channel sampling at surface has identified a number of high-grade targets which require further drilling to test if the system continues and/or expands at depth.

Over $4,000,000 has been spent on exploration at the East-West Project, all of which was focused on surface sampling and testing for mineralization at shallow depths. The primary targets at the East-West Project are narrow, high-grade veins, consistent with most major deposits and producing mines in the region. Mineralization at and near surface on the East-West Project has been identified as having similarities to the original surface showings of the nearby Sigma Mine which produced over 4.5 million ounces of gold to a depth of over 2,000 meters. The East-West Project has had very little drilling below a vertical depth of 200 meters giving the project significant untested potential at depth.

"The most important result of previous exploration is that it has been proven that the mineralized system does carry high-grade gold. It will now be up to our exploration team to identify any concentrations or intersections of mineralized zones, and whether or not gold mineralization continues and possibly expands at depth," commented Company President and CEO, John de Jong.

Select near surface drill highlights from 2009 - 2011 exploration:

Drill Hole from (m) to (m) width (m) Au (g/t)
EW-11-05 84.70 85.90 1.20 13.74
EW-11-30 79.35 80.30 0.95 37.75
EW-11-20 99.45 100.05 0.60 38.46
LE0-09-10 107.70 107.80 0.10 1154.67
LE0-09-33 10.55 12.00 1.45 10.08

The true width of the intersections is estimated to be 75% of the core length. From July 7, 2009 to April 2, 2011 Knick drilled 71 holes for a total of 12,864 m NQ core size was used. Hole deviation was measured using either a Flexit or Reflex instrument with readings every 3 m. Casings were left in the hole where overburden was less than 3 m deep and/or where the geology was judged favourable for gold mineralization. For full details on previous drilling completed by Knick please see the following link: http://www.brmstatpack.com/lt/1001/1350/east-west-project

Select historic drill highlights contained in June 2013 NI 43-101 Technical report include:

Company Drill Hole from (m) to (m) width (m) Au (g/t)
Cache d'Or Resources 85-CD-55 143.6 146.8 3.2 72.4
Cache d'Or Resources 86-CD-78 125.3 129.3 4.0 79.6
Cache d'Or Resources 87-CD-156 199.1 201.2 2.1 115.2

Approximately 180 holes historical holes have been drilled, primarily since 1980. Over 90% of this drilling took place on the North part of the property and was conducted by Cache d'Or Resources. For full table and report on the East-West Project including historic drill results please click on the following link:

http://www.brmstatpack.com/lt/1001/1350/east-west-project

A June 2013 NI 43-101 Technical Report was completed on the East-West Project which included a number of recommendations. This information, combined with recommendations by Rogue's technical team, has outlined a near term exploration plan which includes the following:

  • Preparing a 3D Model of the geology and mineralized zones;
  • Conducting initial resource estimation; and
  • Drill testing the West zone and Raven zone to a minimum depth of 1,000 m

The Company anticipates commencing this program in January 2014 with drilling planned to start in April 2014.

East-West Project Acquisition Terms

The Company has entered into an agreement with Knick Exploration Inc. to option a 100% interest in the project over a three year period, according to the following schedule:

  • Upon regulatory approval: 750,000 shares, $5,000 cash
  • First Anniversary: 1,000,000 shares, $50,0000 cash
  • Second Anniversary: 1,000,000 shares, $100,000 cash

In addition to the above payment schedule, upon receipt of regulatory approval, the Company will have 12 months to spend $500,000 on work expenditures, resulting in earning a 40% interest in the project. The Company will then be required to spend an additional $750,000 on exploration expenditures in the 12 month period beginning at the first anniversary of regulatory approval to acquire an additional 30% interest. To acquire the final 30% interest the Company must spend an additional $1,500,000 in exploration expenditures in the 12 month period beginning on the second anniversary of regulatory approval. The East-West project is subject to a 3.5% NSR, 100% of which may be purchased back by the Company.

Private Placement Details:

The Company is also pleased to announce a non-brokered private placement, on a post-consolidated basis, to raise $750,000 through the issuance of up to 10 million units of the Company at a price of $0.08 per non-flow through unit ("NFT Unit") and $0.10 per Quebec or National flow through unit ("FT Unit"). The Company reserves the right to increase the size of the private placement or to modify the type, nature and/or price of the units for any reason.

Each NFT Unit will consist of one common share and one non-transferable common share purchase warrant. Each Quebec or National FT Unit will consist 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 NFT Unit or a FT Unit, will entitle the holder to purchase one common share at an exercise price of $0.12 for 24 months following completion of the offering.

The private placement and any modifications to it are subject to compliance with applicable securities laws and to receipt of the approval of 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 National or Quebec FT Units will qualify as Canadian and/or Quebec exploration expenses. Flow through funds received in 2013 will be renounced to investors no later than December 31, 2013. Any flow through funds received in 2014 will be renounced in 2014. The Company intends to use the net proceeds of the Offering primarily for expenditures on the Company's East-West property, on new acquisitions and for general working capital.

Share Consolidation

Subject to regulatory approval, the share capital of the Company will be consolidated on the basis of one (1) new common share for every existing five (5) common shares (the "Consolidation"). Where the exchange results in a fractional share, the number of common shares will be rounded to the nearest whole common share. The Consolidation will enhance the marketability of the common share as an investment and facilitate additional financings to fund future operations. As part of the Consolidation, the name of the Company will be changed to Rogue Resources Inc. The Company anticipates trading to begin under its new name on or before December 23, 2013.

Radio Hill Update

An internal study and evaluation is underway on the Company's Radio Hill Iron Ore project. More than10,000 meters drilled in 2011/2012 were to be incorporated into an updated resource estimate; however, due to the metallurgical complexity of the project the Company decided a resource estimate without sufficient metallurgical testing could be misleading. A number of domains of mineralization were identified at Radio Hill, and initially, appear to react differently to various concentrating and processing methods. The Company has had recent success in testing a number of processing methods with the goal of producing a consistent product using material from multiple domains of the project. Once this process is complete the Company will disclose its conclusions and further recommendations.

2014 Growth Strategy and Corporate Objectives:

Q1 2014:

  • Complete sale of Timmins real estate asset (estimated net proceeds $350,000)
  • Complete 3D model and initial resource estimate on East-West Project
  • Complete acquisition of second Quebec Gold asset (discussions underway Dec. 2013)
  • Conduct strategic review for Langmuir Nickel/PGM project
  • Complete project summary, internal economic evaluation, budget and recommendations for Radio Hill Iron Project
  • Additions/changes to senior management and Board

Q2 2014:

  • Conduct minimum 3,000 - 5,000 m drill program at East-West Project

Q3 2014

  • Update East-West resource estimate

Qualified Person

Alain-Jean Beauregard, P.Geo., of Géologica Inc., is an independent Qualified Person ("QP") as defined by National Instrument 43-101. Mr. Beauregard has reviewed the technical contents of this release.

ON BEHALF OF THE BOARD OF DIRECTORS

John de Jong, CEO & President

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.

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 securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities 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 use of the proceeds from the 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 is able to obtain any government or other regulatory approvals required to complete the private placement and the Company's planned and ongoing exploration activities, that the Company is able to complete the private placement, 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 private placement will not be completed, 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.

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