Rogue Resources Announces Closing of Oversubscribed Private Placement, and Increase in Insider Ownership
Toronto, November 30, 2017 - Rogue Resources Inc. (TSXV: RRS) ("Rogue" or the "Company") is pleased to report that it has closed its previously announced private placement, launched on October 24th, raising a total of $837,000 (the "Offering"). On November 9th the Company announced the closing of a first tranche of the private placement for aggregate gross proceeds of $465,393.36 by way of the issuance and sale of 1,652,061 flow-through common shares ("FT Shares") at a price of $0.22 per FT Share and 566,333 non-flow-through units of the Company ("Units") at a price of $0.18 per Unit. Each Unit consists of one common share and one common share purchase warrant (each, a "Warrant") entitling the holder thereof to purchase one common share at an exercise price of $0.25 for one year.
Today, the Company closed the second and final tranche of the private placement, receiving aggregate gross proceeds of $371,946.78, from the issuance and sale of a further 2,066,371 Units. In connection with closing of this tranche of the Offering, the Company has paid finders' fees of $2,944 and has also issued 16,635 non-transferable warrants ("Finder's Warrants") to certain arm's length finders. Each Finder's Warrant entitles the holder to acquire one additional Common Share at a price of $0.25 for a period of 12 months from the closing date.
The proceeds from the sale of Units will be used for project acquisition expenses and general corporate purposes. The Offering is subject to regulatory approval, including the approval of the TSX Venture Exchange (the "TSXV"). The common shares issued in connection with the Offering are subject to a statutory hold period of four months plus one day from their respective closing date, in accordance with applicable securities legislation.
"This financing is clear indication of the support we have from new and existing shareholders who told us they believe in the Company's long-term fundamentals" said Sean Samson, President and CEO of Rogue Resources. "Management and the complete Board bought in and after this financing a good portion of the Company's shares will be in supportive hands. Increasing insider ownership and attracting new investors to our story continues to be a focus for Rogue."
About Rogue Resources Inc.
Rogue is a mining company focused on generating positive cash flow. Not tied to any metal, it looks at rock value and good grade deposits that can withstand all stages of the metal price cycle. The Company remains focused on advancing its silica/quartz business with the Silicon Ridge Project in Quebec and the recently announced acquisition of the Snow White Project in Ontario (targeted to close in Q4 2017, see October 20, 2017 press release), exploring its other assets, including the gold potential at Radio Hill, and identifying additional projects or mines that meet its criteria.
For more information visit www.rogueresources.ca.
Qualified Person
The Company's Exploration Projects are under the direct supervision of Paul Davis, P.Geo., and Vice-President of the Company, a Qualified Person ("QP") as defined by National Instrument 43-101.
For additional information regarding this news release please contact:
Sean Samson
info@rogueresources.ca
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.
Cautionary Note Regarding Forward-Looking Statements:
This news release contains certain statements or disclosures relating to the Company that are based on the expectations of its management as well as assumptions made by and information currently available to the Company which may constitute forward-looking statements or information ("forward-looking statements") under applicable securities laws. All such statements and disclosures, other than those of historical fact, which address activities, events, outcomes, results or developments that the Company anticipates or expects may, or will occur in the future (in whole or in part) should be considered forward-looking statements. In some cases, forward-looking statements can be identified by the use of the words "will" and similar expressions.
In particular, but without limiting the foregoing, this news release contains forward-looking statements pertaining to the following: the Offering; the use of proceeds from the Offerings; and the holders of the Company's shares.
The forward-looking statements contained in this news release reflect several material factors and expectations and assumptions of the Company including, without limitation: business strategies and the environment in which the Company will operate in the future; commodity prices; exploration and development costs; mining operations and development parameters; regulatory restrictions; activities of governmental authorities (including changes in taxation); currency fluctuations; the global economic climate; and competition.
The Company believes that the material factors, expectations and assumptions reflected in the forward-looking statements are reasonable at this time but no assurance can be given that these factors, expectations and assumptions will prove to be correct. The forward-looking statements included in this news release are not guarantees of future performance and should not be unduly relied upon. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements including, without limitation: general economic, market and business conditions; the Company's properties may not have the results currently anticipated by the Company; the Company may be unable to resolve geological, mechanical or operational issues in the timelines anticipated, in the manner anticipated or at all; increased costs and expenses; reliance on industry partners; risks related to operations, government and environmental regulation, conclusions of economic evaluations and changes in project parameters as plans continue to be refined; risks in the marketability of minerals; fluctuations in the commodity prices; fluctuation in foreign exchange rates and interest rates; stock market volatility; and certain other risks detailed from time to time in the Company's public disclosure documents including, without limitation, those risks identified in this news release, and in the Company's most recent annual and interim management's discussion and analysis, copies of which are available on the Company's SEDAR profile at www.sedar.com. Readers are cautioned that the foregoing list of factors is not exhaustive and are cautioned not to place undue reliance on these forward-looking statements.
The forward-looking statements contained in this news release are made as of the date hereof and the Company undertakes no obligations to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (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 (as defined in the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration is available.
NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA OR TO US WIRE SERVICES