Rogue Resources Inc.

TSX VENTURE : RRS


Rogue Resources Inc.

December 31, 2013 15:00 ET

Rogue Resources Closes $191,000 First Tranche of Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Dec. 31, 2013) - Rogue Resources Inc. (TSX VENTURE:RRS) ("Rogue" or the "Company") is pleased to announce that, subject to regulatory approval, it has closed the first tranche of its previously announced $750,000 non-brokered private placement financing (the "Offering").

In the first tranche the Company issued 500,000 Quebec flow through units (the "Quebec FT Units"), 1,250,000 National flow through units (the "National FT Units") and 200,000 non-flow through units (the "NFT Units") for a total of 1,950,000 units and gross proceeds of $191,000. All shares are subject to a statutory four month hold period which expires on May 1, 2014.

"Rogue shareholders can look forward to the Company advancing the newly optioned East - West Gold Project located adjacent to a number of gold producers in Val d'Or, Quebec, as well as conducting thorough reviews of the Radio Hill Iron project and the Langmuir Nickel/PGM deposit," commented Company President and CEO, John de Jong. "2014 promises to be a busy year for the Company as we continue to augment our management team and consider joint venture options to help realize value and advance our various projects."

The Offering consists of FT Units and NFT Units on a best efforts basis at a price of $0.10 per National FT Unit or Quebec FT Unit and $0.08 per NFT Unit. Each Quebec or National FT Unit consists of one flow through common share and one-half of one non-transferable warrant. Each NFT Unit consists of one common share and one non-transferable common share purchase warrant. Each whole warrant 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 Offering is scheduled to close on or about January 31, 2014 and is subject to certain conditions, including approval of the TSX Venture Exchange. Finder's fees in the amount of $13,370 and 136,500 compensation warrants are payable in respect of these funds.

The proceeds from the issuance of the FT Shares will qualify as Canadian and/or Quebec exploration expenses which will be renounced to investors no later than December 31, 2013. The Company intends to use the net proceeds of the Offering primarily for expenditures on the Company's East-West Gold property and for general working capital.

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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