Rogue Iron Ore Corp.
TSX VENTURE : RRS

Rogue Iron Ore Corp.

May 16, 2012 16:39 ET

Rogue Iron Ore Completes 10,500 Metre Drill Program at Radio Hill, Announces $1.5m Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 16, 2012) - Rogue Iron Ore Corp. (TSX VENTURE:RRS) ("Rogue", the "Company") is pleased to announce that it has completed its first drill program on its Radio Hill Iron Ore Project. The drill program commenced in 2011 and comprised 10,500 metres and is expected to be sufficient to provide a resource estimate on the Radio Hill Iron Formation.

The Company and its management team remain 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. Recent Company milestones include:

  • Completion of 10,500 meter drill program at Radio Hill
  • Commencement of resource calculation at Radio Hill - expected completion Q3 2012
  • Commencement of metallurgical study at Radio Hill - ongoing, initial results expected June 2012
  • Appointment of Ron Mariani as VP Operations
  • Appointment of Roger Walsh as Strategic Advisor/CEO of spin out GoldCo
  • Execution of LOI with Rio Tinto subsidiaries to form spin-out gold Company, consolidate Timmins gold assets
  • Execution of Confidentiality Agreements on the Langmuir Nickel Project and other non-core assets in order to unlock value/monetize assets and continue focus on Radio Hill
  • Commencement of exploration on 12km Nat River Iron Formation
  • Acquisition of Kachelly Project - extension of Nat River Iron Formation

"Completion of drilling at Radio Hill is a significant milestone for Rogue as we begin compilation of the first resource estimate on the project in almost 50 years. We remain focused on building our team and as we derisk the project through the resource estimate, metallurgical work and various other studies we will continue our discussions with potential buyers of the product Radio Hill could produce," commented Company President and CEO, Stephen de Jong. "We also announced recently we had executed an LOI with a Rio Tinto subsidiary to consolidate both of our gold assets and from a spin-out gold company. Investors taking part in the private placement announced today will also receive the benefit of this spin out company. The valuation to be used to determine the share ratio is currently underway."

Private Placement:

The Company announces a non-brokered private placement to raise $1.5 million through the issuance of up to 10 million units of the Company at a price of $0.15 per non-flow through unit ("Unit") and $0.17 per flow through unit ("Flow Through 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 Unit will consist of one common share and one half of one non-transferable common share purchase warrant. Each Flow Through 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 Unit or a Flow Through Unit, will entitle the holder to purchase one common share at an exercise price of $0.25 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 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 Flow-Through Units shall 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.

Certain directors and officers of the Company may acquire securities under the private placement. Any such participation would be considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any shares issued to or the consideration paid by such persons will exceed 25% of the Company's market capitalization.

Spin-Out Gold Company:

Rogue Iron Ore and Rio Tinto subsidiaries (US Borax Inc. and Nat River Gold Inc.) executed an LOI on April 12, 2012 to negotiate a definitive agreement to combine each company's gold assets into a spun out company of Rogue called Rapier Gold Inc. ("Rapier").

Benefit to Rogue Shareholders:

  • Rogue maintains focus on iron ore and does not dilute Company resources
  • Unique opportunity to take part in an exciting gold discovery by Rio Tinto in a prolific gold belt immediately north of Rogue's property
    • Visible gold in 11 intercepts of 5 different types of mineralization
    • Drilling limited to 150m vertical depth - most major discoveries are found beyond 150m along the PDDZ
  • No market value of gold assets within Rogue, publicly traded Rapier allows for simple market valuation
  • Existing shareholders will receive one share of Rapier for a to be determined number of Rogue shares they hold - valuation of gold assets underway, ratio to be announced upon signing of definitive agreement

Transaction Details (non-binding until completion of Definitive Agreement - expected May 2012):

  • Formation of Rapier allows for a 100% gold focused team to be built around project
  • Rapier will have the option to acquire all shares outstanding of Rio Tinto subsidiary, Nat River Gold Inc, which owns the Nat River Gold Project
  • Rogue retains all mineral rights, relinquishing only gold rights - Radio Hill claims and iron/base metal rights to Timmins West project (including Nat River Iron Formation) not part of transaction
  • Independent experienced gold team to be led by Roger Walsh

To view a map of the combined land package click here:

http://media3.marketwire.com/docs/rrs501_F1.pdf

Project and Company Profile:

Radio Hill is a taconite (magnetite) iron formation located 85 southwest of Timmins and is accessed by Highway 101. 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. Although low prices existed the project still had a feasibility study completed and a market secured. Since that time ownership of the asset has been fragmented and with various landholders owning various parts of the deposit. 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.

About Rogue Iron Ore Corp.

Rogue Iron Ore is an iron exploration and development company with offices in Vancouver BC, and Timmins, ON. The Company's primary asset is its Radio Hill Iron Project located 85km southwest of Timmins, Ontario.

Key Company milestones expected in the near term are:

  • Ongoing results from drilling at Radio Hill Iron Project
  • Completion of Radio Hill resource estimate
  • Announcement of additional JVs or other partnerships on non-core assets
  • Appointment of key personnel to technical and management teams

ON BEHALF OF THE BOARD OF DIRECTORS

Stephen de Jong, President & CEO

Follow Rogue Iron Ore Corp. On:

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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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