Rogue Resources Inc.
TSX VENTURE : RRS

Rogue Resources Inc.

November 09, 2010 09:02 ET

Rogue Resources Announces Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 9, 2010) - Rogue Resources Inc. (TSX VENTURE:RRS) (the "Company") is pleased to announce a non-brokered private placement to raise between $1.6 million and $2.0 million through the issuance of up to 4.0 million units of the Company at a price of $0.40 per non-flow through unit and $0.50 per 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 of the non-flow through units will consist of one non-flow through common share and one half of one non-flow through share purchase warrant. Each of the flow through units will consist of one flow through common share and one half of one non-flow through share purchase warrant. Each full purchase warrant entitles the holder to purchase one additional common share for two years at a price of $0.75 per share in the first year and $1.00 per share in the second year.

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.

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.

Proceeds of the placement will be used for further drilling on the Company's Radio Hill iron project, deep drilling and preliminary development expenditures on its Langmuir nickel/platinum/palladium project, funding of a number of gold project acquisitions and early-stage gold focused exploration programs, and for general working capital.

ABOUT ROGUE RESOURCES

Rogue Resources is an advanced stage exploration company, with offices in Vancouver, British Columbia and Timmins, Ontario. In addition to its Radio Hill iron-ore project it is currently exploring the Langmuir nickel deposit in Ontario, Carlin type gold occurrences in Nevada, volcanogenic massive sulphide deposits in the Bathurst camp in New Brunswick and several gold targets in northern and western Ontario.

This news release does not constitute an offer to sell or solicitation of an offer to sell any securities in the United States. 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 any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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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