Rogue Resources Inc.

Rogue Resources Inc.

May 26, 2011 16:14 ET

Rogue Resources Announces Brokered Private Placement Offering

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 26, 2011) -


Rogue Resources Inc. (TSX VENTURE:RRS) (the "Company") is pleased to announce a has entered into an agreement with Jennings Capital Inc. (the "Agent") to act as agent in connection with the private placement on a best efforts basis of Units at a price of $0.25 per Unit and Flow Through Units at a price of $0.33 per Flow Through Unit, for gross proceeds of up to $3 million.

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 $0.37 for 24 months following completion of the offering. Under the agreement, the number of Flow Through Units sold in the offering may not exceed 40% of the aggregate number of Units and Flow Through Units sold in the offering.

The Company has granted the Agent an Agent's option to sell up to that number of additional units that equals 15% of the aggregate number of Units and Flow Through Units sold in the offering. If the Agent's option is exercised in full, the gross proceeds from the offering will be $3.45 million. The maximum number of units that may be sold in the offering, assuming full exercise of the over-allotment option, is 13,800,000 units.

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) that will be renounced to the investors no later than December 31, 2011. The Company intends to use the net proceeds of the offering primarily for expenditures on the Company's Radio Hill Iron Ore Property and for general working capital.

The offering is scheduled to close on or about June 16, 2011 and is subject to certain conditions, including approval of the TSX Venture Exchange.

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.


Rogue Resources is an advanced stage exploration company, with offices in Vancouver, British Columbia and Timmins, Ontario. The Company has two advanced stage projects in Timmins; its Radio Hill iron-ore project and its Langmuir nickel deposit. The Company also has several projects it in drilling and advancing in the Bathurst camp of New Brunswick and the Timmins and Kirkland Lake gold camps in northern and western Ontario.

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.

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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