Rogue Iron Ore Corp.
TSX VENTURE : RRS

Rogue Iron Ore Corp.

May 01, 2012 08:00 ET

Rogue Iron Ore to Create Spin-Out Gold Company; Executes Non-Binding Letter of Intent With U.S. Borax Inc. to Negotiate Combination of Porcupine-Destor Gold Projects

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 1, 2012) - Rogue Iron Ore Corp. (TSX VENTURE:RRS) (the "Company" "Rogue") is pleased to announce that it has entered into non-binding, exclusive negotiations with U.S. Borax Inc., a subsidiary of Rio Tinto plc, to complete a structured earn-in agreement to acquire all of the issued and outstanding shares in Nat River Gold Inc. / Aurifere Riviere Nat Inc. (the "Transaction"), which owns the Nat River Gold Project located 80 km South West of Timmins, Ontario. U.S. Borax Inc. manages the assets of Nat River Gold Inc. / Aurifere Riviere Nat Inc.

Details of the spin-out and non-binding Letter of Intent/Exclusivity Agreement include:

  • Rogue has created a subsidiary company, Rapier Gold Inc. ("RGI") which will be spun out from Rogue as a stand-alone public company.

  • RGI will receive the gold rights only from Rogue's Timmins West Property, as well as the exploration rights on the Nat River Gold Project ("NRGP") where exploration work by U.S. Borax Inc. discovered visible gold in a total of eleven intercepts from five distinct types or zones of mineralization. Rogue will retain all iron and base metal rights to the Timmins West Property, which hosts the Nat River Iron Formation.

  • Roger Walsh, an independent advisor for Rogue, will take on the role of CEO and President of RGI and will be responsible for initial capital raising as well as lead the building of a gold focused exploration team to prepare and execute exploration programs on the project.

  • RGI will be solely responsible for the funding of exploration and other associated costs. Specific exploration budgets will be included within the Definitive Agreements once negotiated by both parties.

"We are very excited about the potential that the formation of Rapier Gold Inc. offers each Rogue Iron Ore Corp. shareholder, as part of our ongoing plan to optimize the value of the Company's assets. We were delighted to work with U.S. Borax's team to negotiate an agreement that is truly focused on optimizing the potential for a significant gold discovery on the combined land position. We have been approached by a number of significant mining companies interested in joint venturing our ground, however we strongly believe the formation of RGI and the combination with the NRGP project offers significant potential to create separate value for our shareholders, as we continue to advance the Radio Hill iron ore project," stated Stephen de Jong, President and CEO.

The NRGP consists of a land position of 5,599 hectares located on the western extension of the Porcupine-Destor Deformation (Fault) Zone ("PDDZ"); one of the most productive gold structures in the world that has produced over 70 million ounces over the past century. Drilling by U.S. Borax Inc. intersected visible gold in drill core at several different intervals. The visible gold was found in carbonate veins and carbonate contact rocks with mineralization and alteration assemblages similar to that found in the Timmins Gold Camp. The NRGP land position adjoins almost all the northern boundary of the Company's Timmins West Property of approximately 10,192 hectares which also has significant exposure to the PDDZ. The combined land position is approximately 15,791 hectares and contains a significant untested portion of the PDDZ, representing one of the largest exploration properties in this highly prospective region of Ontario.

Upon the successful completion of the Transaction, Rogue intends to transfer all gold rights on its Timmins West Property to Rapier Gold Inc. The Company contemplates thereafter distributing to each of its shareholders, shares of Rapier Gold Inc. pro rata based on the shareholdings in the Company. Currently RGI is intended to become an independent Canadian listed public company with a separate management team following the transaction and plans to raise new equity capital to conduct a comprehensive exploration program on the combined land position as part of any transaction.

Mr. Roger Walsh, currently a strategic advisor to the Company, will assume the role of President of RGI and will take a lead role in the growth and development of RGI. Mr. Walsh has extensive experience and relationships in the international mining having held senior corporate development roles with a number of public companies including; Aurizon Mines Ltd, Jinshan Gold Mines Inc. and Ivanhoe Mines Ltd.

Mr. Walsh and the Company have identified a small technical team to conduct the first phase of exploration on the combined land position and they will be joined by a Technical Advisory Committee of two senior exploration geologists with extensive experience in the Abitibi and Swayze greenstone belts which occur in this region of Ontario.

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

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Cautionary Note Regarding Forward-Looking Statements: Certain disclosure in this release constitutes 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 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 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.

To view the Figure associated with this release, please visit: http://media3.marketwire.com/docs/rrs501_F1.pdf

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