RRS Rogue Resources Inc

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


Rogue Iron Ore Corp. (TSX VENTURE:RRS) (the "Company" or "Rogue") is pleased to
announce that following the execution of an Arrangement Agreement with its
subsidiary, Rapier Gold Inc. ("Rapier"), the Company received an Interim Court
Order providing for the calling of a meeting of the Company's securityholders to
approve its proposed plan of arrangement with Rapier (the "Plan of
Arrangement"). An information circular is anticipated to be mailed out to
Rogue's securityholders on November 14, 2012 to approve the terms of the Plan of
Arrangement and other matters at the Company's December 10, 2012 Annual General
& Special Meeting.


"Rapier will become a stand-alone gold exploration company, with an exciting
new, gold-focused management team led by Roger Walsh. The Rogue team is
committed to creating shareholder value and this transaction allows us to
capitalize on an exciting gold project without diminishing our iron focus. Mr.
Walsh has done a tremendous job in structuring this deal and bringing Rio
Tinto's gold project into play. We are confident the team he is putting in place
will continue to find ways to bring value to our shareholders. Work continues to
progress at Radio Hill and we will continue to look at monetizing our Langmuir
Nickel Project and our Bathurst Lead/Zinc Project", commented Freeman Smith,
President and CEO.


About Rapier's Pen Gold Property

Rapier has consolidated a number of highly prospective gold properties along the
Porcupine-Destor Deformation (Fault) Zone into one property, the Pen Gold
Property. This property is comprised of three adjacent land packages, outlined
below:




--  Pen Gold North: The Pen Gold North Property refers to the land package
    which Rio Tinto is contributing to the transaction. Pen Gold North
    shares its southern boundary with the Pen Gold South Property (Timmins
    West), where drilling by Rio Tinto discovered visible gold in 11
    separate drill core intervals. 
    
--  Pen Gold South: The Pen Gold South Property refers to the land package
    which Rogue contributed to Rapier's land holding, and accounts for the
    spin-out shares which Rogue shareholders will be receiving on a 1:4.04
    basis (one Rapier share will be received for every 4.04 shares held in
    Rogue). The eligibility date for this transaction is anticipated to be
    December 12, 2012, shortly after the date of Rogue's Annual General &
    Special Meeting where approval for the transaction will be sought. 
    
--  Pen Gold East: The Pen Gold East Property was acquired by Rapier in June
    2012 and complements Rogue's/Rapier's existing land package. Pen Gold
    East has had little exploration work to date, although it is known to
    contain the same geological units as the adjacent Pen Gold South and Pen
    Gold North properties. 



In 1998, while drilling near the area of their talc deposit, Rio Tinto
discovered gold on the Pen Gold North property. Between 1998 and 2007 gold
prices rose from $300/oz to over $800/oz and have since climbed to prices in
excess of $1700/oz. In 2008 this discovery was revisited by Rio Tinto and seven
shallow drill holes were drilled. Visible gold was noted in several of these
holes in quartz carbonate veins. The best assay results include those from drill
holes numbered:




--  PC08-004 with 13.3 g/t gold over 0.3 m; 
--  PC08-006 with 22.1 g/t over 0.3 m; and, 
--  PC08-005 with 9.96 g/t over 2.0 m. 



A follow-up drill program in 2010 included seven holes from 100 m to 300 m in
depth and returned numerous shallow intercepts with visible gold in quartz
carbonate veins hosted in green "carb-rock", carbonate-carb contacts and in the
sedimentary rocks themselves. Sulphides occur as fine-to medium-grained stingers
in veins along vein contacts and with fuchsite alteration zones at vein margins.
Structurally the area has undergone four major deformational events. The second
event results in structures that include extension of the Porcupine-Destor
Deformation Zone ("PDDZ") which is synchronous with known gold mineralization in
the Timmins Gold Camp (see Figure 1). Early exploration in the area was hampered
by glacial cover which has been partly remedied by modern geochemical and
geophysical techniques (see technical report on Rogue's SEDAR filings). 


To view Figure 1: Mines Near Rapier Land Package, please visit the following
link: http://media3.marketwire.com/docs/8335021.jpg


Drilling has thus far been limited to a maximum of approximately 300 m in depth.
The following graph (see Figure 2) shows relative maximum depths of
mineralization at various mines located within the greater Timmins gold camp
area.


To view Figure 2: Abitibi Gold Mines - Deep Orebodies, please visit the
following link: http://media3.marketwire.com/docs/8335022.jpg


The Pen Gold Property contains all the elements for a significant gold discovery
with its geology and proximity to the Porcupine-Destor Deformation Zone which is
often described as the structural conduit of gold-bearing fluids responsible for
Timmins Gold Camp gold deposition. Several porphyries, often described as heat
engines, which drive the gold bearing fluids upward into secondary structures,
have been identified on the property. In addition to the favourable style of
mineralization and alteration, the presence of visible gold in so many drill
intercepts at such shallow depths creates a scenario for significant gold
deposition and an exciting new exploration play. 


Rapier Exploration

Rapier has initiated an exploration program on the Pen Gold property which
commenced with a thorough review of the historical data. Preliminary mapping,
overburden stripping of prospective geology and subsequent channel sampling were
undertaken. The surface work is the foundation to a staged exploration program
designed to assist in assembling a more global picture of the area, its
mineralization potential, and ultimately, narrow down targets for diamond
drilling. Rapier intends to embark on a diamond drill program to test the best
targets resulting from this preliminary geological work. Mr. Gary Wong, P.Eng.
is a qualified person within the meaning of NI 43-101 and has reviewed the
technical content of this release. 


Spin-out transaction

Pursuant to the Plan of Arrangement, Rogue will be distributing the 11,000,000
common shares it holds in Rapier (collectively the "Rapier Shares" and each a
"Rapier Share") to its shareholders on a one (1) Rapier Share for every four and
four one hundredths (4.04) common shares held in Rogue, rounded down to the
nearest whole Rapier Share. All warrants held in Rogue will be cancelled and
holders of such warrants will be issued one (1) new Rogue warrant for each Rogue
warrant held with an exercise price adjusted to reflect the spin-out of the gold
division from Rogue and one (1) warrant to purchase common shares in Rapier for
every four and four one hundredths (4.04) Rogue warrants held, rounded down to
the nearest whole Rapier warrant. All outstanding options to purchase common
shares in Rogue will be cancelled and exchanged on a one (1) for one (1) basis
for new options to purchase common shares in Rogue with an adjusted exercise
price to reflect the spin-out of the gold division from Rogue. The share,
warrant and option exchanges set out above will be based on securityholdings as
of a date following the Annual General & Special Meeting established by Rogue. 


Closing of the Plan of Arrangement is subject to a number of customary
conditions precedents including, but not limited to:




1.  Rapier closing an offering raising at least $4,000,000 in net proceeds; 
2.  The Plan of Arrangement being approved by two-thirds of Rogue
    shareholders, warrantholders and optionholders at the upcoming Annual
    General & Special Meeting; 
3.  The granting of a Final Order approving the Plan of Arrangement and the
    fairness of its terms from the Supreme Court of British Columbia; and 
4.  The Common Shares of Rapier being listed on the TSX Venture Exchange
    (the "Exchange"). 



Rapier has entered into an engagement letter (the "Engagement Letter") with
Jennings Capital Inc. ("Jennings") whereby Jennings has agreed to act as lead
agent to raise, on a best efforts basis, gross aggregate proceeds of up to
$4,500,000 (the "Offering ") through the issuance of up to 7,142,857 flow
through subscription receipts (the "Flow-Through Subscription Receipts") at a
price of $0.35 per Flow-Through Subscription Receipt and up to 6,666,667
subscription receipts ("Unit Subscription Receipts") at a price of $0.30 per
Unit Subscription Receipt. The Offering may include up to $750,000 or orders
identified by the Company (the "Presidents List Orders"). The net proceeds of
the Offering will be used to fund Rapier's exploration program and for general
corporate working capital. 


Each Flow-Through Subscription Receipt will entitle the holder to receive one
common share of Rapier (each a "Rapier Share") issued on a flow-through basis
(each a "Flow-Through Share") and each Unit Subscription Receipt will entitle
the holder to receive a unit ("Unit") comprised of one Rapier Share and one-half
of one common share purchase warrant (the "Warrant") without additional payment
or further action by the holder immediately following the receipt by Jennings
and the escrow agent of a notice from Rapier that all the conditions precedent
to the completion of the Plan of Arrangement have been satisfied or waived and
the satisfaction of other terms and conditions in favor of Jennings. 


Each Warrant will entitle the holder thereof to acquire at any time on or before
the second anniversary of the date on which the Rapier Shares are listed on the
TSX Venture Exchange (the "Rapier Listing Date"), one (1) Rapier Share at a
price of $0.50. Should the Rapier Shares trade at a weighted average price of
greater than $0.60 on the Exchange for any twenty consecutive trading day period
commencing on a day that is not less than four months from the Rapier Listing
Date, Rapier may on written notice to the holders of the Warrants reduce the
exercise period of the Warrants to a date that is not less than 45 days from the
date of the notice.


The proceeds from the sale of the Flow Through and Unit Subscription Receipts
will be placed into escrow on closing of the Offering. If the Plan of
Arrangement closing (the "Plan of Arrangement Closing") takes place on or before
December 20, 2012 then the gross proceeds from the Offering will be released to
Rapier concurrent with the Plan of Arrangement Closing. If the Plan of
Arrangement Closing does not take place on or before December 20, 2012 then the
gross proceeds from the Offering will be returned to the subscribers under the
Offering. The Rapier Shares (including the Flow-Through Shares), the Offering
Warrants and the Rapier Shares issuable upon exercise of the Offering Warrants
to be issued or issuable to subscribers under the Offering will not, upon
completion of the Plan of Arrangement, be subject to a hold period except to the
extent required to comply with the escrow requirements of the Exchange
applicable to principals that purchase securities pursuant to the Offering.


Upon the Plan of Arrangement closing, Rapier will pay Jennings a cash fee equal
to 7% of the gross proceeds of the Offering and grant the agent broker warrants
exercisable to acquire that number of Units equal to 7% of the aggregate number
of Subscription Receipts issued pursuant to the Offering (the "Broker
Warrants"). The commission on President's List Orders, if any, will be 3.5% and
the number of Broker Warrants in respect of President's List Orders will be
equal to 7%.


Listing of the all Rapier Shares issuable pursuant to the Offering is subject to
the approval of the Exchange.


The above description summarizes the terms of the Arrangement Agreement, a copy
of which has been filed on SEDAR as a material document and is available for
review at Rogue's head office. Investors are urged to read the Arrangement
Agreement in its entirety for a more complete description of the Plan of
Arrangement as well as the information circular to be provided to shareholders
in connection with the Annual General & Special Meeting of Rogue's
securityholders.


ABOUT ROGUE IRON ORE CORP.

Rogue Iron Ore Corp. is an exploration and development company with offices in
Vancouver, BC and Timmins, ON. The Company's primary asset is its Radio Hill
iron ore project located 80 km southwest of Timmins, ON.


ON BEHALF OF THE BOARD OF DIRECTORS

Freeman Smith, President & CEO

Follow Rogue Iron Ore Corp. On: 

Facebook: http://www.facebook.com/rogueiron 

Twitter: http://twitter.com/rogueiron

Cautionary Note Regarding Forward Looking Statements: Certain disclosure in this
release constitutes 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 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 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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Rogue Iron Ore Corp.
Mike McCormick
Corporate Communications
(604) 638-1157
mike@rogueiron.com
www.rogueiron.com

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