Rogue Resources Inc.
TSX VENTURE : RRS

Rogue Resources Inc.

September 23, 2014 09:00 ET

Rogue Resources Closes $2.51 Million Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Sept. 23, 2014) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Rogue Resources Inc. (TSX VENTURE:RRS) ("Rogue" or the "Company") is pleased to announce that, subject to regulatory approval, it has closed the second and final tranche of its private placement (the "Offering") for gross proceeds of $2,510,960. In the final tranche the Company issued 3,647,667 flow through units for gross proceeds of $437,720.

"Considering the reality of the resource market today, the Company is encouraged by the level of confidence and support shown by its shareholders, who helped complete this financing in short order. We look forward to putting these funds to work as we create value for our investors," stated John de Jong, CEO & President.

Each Unit consists of one common share of the Company ("Common Share") and one common share purchase warrant ("NFT Warrant"). Each NFT Warrant entitles the holder thereof to purchase one Common Share at a price of $0.15 for 24 months following closing of the Offering. Each FT Unit consists of one Common Share and one-half of one common share purchase warrant (the "FT Warrant"). Each whole FT Warrant entitles the holder thereof to purchase one Common Share at a price of $0.17 for 24 months following closing of the Offering. The proceeds from the issuance of the FT Units will qualify as Canadian and/or Québec exploration expenses which will be renounced to investors no later than December 31, 2014.

Finder's fees of $28,700 and 239,165 compensation warrants (the "Compensation Warrants") were paid in conjunction with the final tranche of the Offering. The Compensation Warrants entitle the holder to purchase one Common Share at a price of $0.125 for 18 months following closing of the Offering.

All Common Shares issued and issuable in respect of the 2nd tranche of the private placement (including those issuable upon the exercise of Warrants and the Compensation Warrants) are subject to a hold period expiring January 23, 2015.

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, the purchase of the Lac de la Grosse Femmelle property, the identification of corporate objectives, together with related additional assumptions and risks, 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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