Rogue Iron Ore Announces Acquisition of Quebec Gold Project, 5:1 Consolidation, Private Placement & Name Change
December 19 2013 - 8:17AM
Marketwired Canada
Rogue Iron Ore Corp. (TSX VENTURE:RRS) ("Rogue" or the "Company") wishes to
announce it has acquired a Quebec gold project and is undergoing a corporate
restructuring in order facilitate moving ahead with an exploration program that
will create value for its shareholders.
Details include:
-- Acquisition of the high-grade East-West Gold Project near Val d'Or,
Quebec
-- 5:1 share consolidation resulting in 10,070,980 shares outstanding (does
not include share issuance related to the acquisition of the East-West
Project and the Offering)
-- Private placement (the "Offering") for a total of $750,000 in flow
through units ("FT Units") at a post-consolidated price of $0.10 per FT
Unit and non-flow through units ("NFT Units") at a post-consolidated
price of $0.08 per NFT Unit
-- Name change from Rogue Iron Ore Corp. to Rogue Resources Inc. to better
reflect the Company's diversified resource portfolio
-- Immediate strategic review of options to help realize the value of its
100% owned Langmuir Nickel deposit, where over $7,000,000 of work has
defined a near surface, high-grade nickel, PGM deposit neighboring
Timmins, Ontario with operating nickel mills in the immediate area
-- Complete review of Radio Hill Iron Ore Project (details follow under
Radio Hill Update)
"Although 2013 has been a tough year for the resource industry, it is our job as
management to find ways to create value for our shareholders. Today's
announcement is the first step of many the Company will be taking as we look to
take advantage of the numerous opportunities this market has created, as well as
to extract the value in Rogue's existing assets. The acquisition of the
East-West Gold Project, an under-explored project in one of the world's most
prolific gold belts, will position the Company for future success in the safe,
infrastructure-rich jurisdiction of Quebec," commented President and CEO, John
de Jong. "As we build on existing relationships with groups that continue to
support Quebec gold exploration, Rogue will create value for its shareholders by
taking a methodical and proven exploration approach to multiple,
heavily-discounted assets, beginning with the East-West Gold Project. Further to
this, discussions are underway on two additional assets, in both early and
advanced stages. Investors can also expect to see a number of additions and/or
changes at the Board and management team level in the near future."
East-West Project
The East-West Project consists of seven claims in Dubuisson Township, located
approximately 11 km west of Val d'Or, Quebec, on the eastern portion of the
prolific Abitibi Greenstone Belt. The project is intersected by Highway 117 and
is in close proximity to multiple present and past producing gold mines and
milling facilities.
The property is underlain by the famous Marbanite Shear, which is host to the
past producing Kiena Mine (approximately 1.9 M oz of gold produced) located 3.5
km east of the property. Currently operating mines in proximity to this trend
include Agnico Eagle's Goldex Mine and Osisko's Malartic Mine. These operations
are located 10 and 12 km respectively, on strike east and west of the property.
The project has over a 1.6 km strike length of favorable geology with
mineralization primarily occurring within three main zones. Channel sampling at
surface has identified a number of high-grade targets which require further
drilling to test if the system continues and/or expands at depth.
Over $4,000,000 has been spent on exploration at the East-West Project, all of
which was focused on surface sampling and testing for mineralization at shallow
depths. The primary targets at the East-West Project are narrow, high-grade
veins, consistent with most major deposits and producing mines in the region.
Mineralization at and near surface on the East-West Project has been identified
as having similarities to the original surface showings of the nearby Sigma Mine
which produced over 4.5 million ounces of gold to a depth of over 2,000 meters.
The East-West Project has had very little drilling below a vertical depth of 200
meters giving the project significant untested potential at depth.
"The most important result of previous exploration is that it has been proven
that the mineralized system does carry high-grade gold. It will now be up to our
exploration team to identify any concentrations or intersections of mineralized
zones, and whether or not gold mineralization continues and possibly expands at
depth," commented Company President and CEO, John de Jong.
Select near surface drill highlights from 2009 - 2011 exploration:
--------------------------------------------------------------------------
Drill Hole from (m) to (m) width (m) Au (g/t)
--------------------------------------------------------------------------
EW-11-05 84.70 85.90 1.20 13.74
--------------------------------------------------------------------------
EW-11-30 79.35 80.30 0.95 37.75
--------------------------------------------------------------------------
EW-11-20 99.45 100.05 0.60 38.46
--------------------------------------------------------------------------
LE0-09-10 107.70 107.80 0.10 1154.67
--------------------------------------------------------------------------
LE0-09-33 10.55 12.00 1.45 10.08
--------------------------------------------------------------------------
The true width of the intersections is estimated to be 75% of the core length.
From July 7, 2009 to April 2, 2011 Knick drilled 71 holes for a total of 12,864
m NQ core size was used. Hole deviation was measured using either a Flexit or
Reflex instrument with readings every 3 m. Casings were left in the hole where
overburden was less than 3 m deep and/or where the geology was judged favourable
for gold mineralization. For full details on previous drilling completed by
Knick please see the following link:
http://www.brmstatpack.com/lt/1001/1350/east-west-project
Select historic drill highlights contained in June 2013 NI 43-101 Technical
report include:
--------------------------------------------------------------------------
Company Drill Hole from (m) to (m) width (m) Au (g/t)
--------------------------------------------------------------------------
Cache d'Or Resources 85-CD-55 143.6 146.8 3.2 72.4
--------------------------------------------------------------------------
Cache d'Or Resources 86-CD-78 125.3 129.3 4.0 79.6
--------------------------------------------------------------------------
Cache d'Or Resources 87-CD-156 199.1 201.2 2.1 115.2
--------------------------------------------------------------------------
Approximately 180 holes historical holes have been drilled, primarily since
1980. Over 90% of this drilling took place on the North part of the property and
was conducted by Cache d'Or Resources. For full table and report on the
East-West Project including historic drill results please click on the following
link:
http://www.brmstatpack.com/lt/1001/1350/east-west-project
A June 2013 NI 43-101 Technical Report was completed on the East-West Project
which included a number of recommendations. This information, combined with
recommendations by Rogue's technical team, has outlined a near term exploration
plan which includes the following:
-- Preparing a 3D Model of the geology and mineralized zones;
-- Conducting initial resource estimation; and
-- Drill testing the West zone and Raven zone to a minimum depth of 1,000 m
The Company anticipates commencing this program in January 2014 with drilling
planned to start in April 2014.
East-West Project Acquisition Terms
The Company has entered into an agreement with Knick Exploration Inc. to option
a 100% interest in the project over a three year period, according to the
following schedule:
-- Upon regulatory approval: 750,000 shares, $5,000 cash
-- First Anniversary: 1,000,000 shares, $50,0000 cash
-- Second Anniversary: 1,000,000 shares, $100,000 cash
In addition to the above payment schedule, upon receipt of regulatory approval,
the Company will have 12 months to spend $500,000 on work expenditures,
resulting in earning a 40% interest in the project. The Company will then be
required to spend an additional $750,000 on exploration expenditures in the 12
month period beginning at the first anniversary of regulatory approval to
acquire an additional 30% interest. To acquire the final 30% interest the
Company must spend an additional $1,500,000 in exploration expenditures in the
12 month period beginning on the second anniversary of regulatory approval. The
East-West project is subject to a 3.5% NSR, 100% of which may be purchased back
by the Company.
Private Placement Details:
The Company is also pleased to announce a non-brokered private placement, on a
post-consolidated basis, to raise $750,000 through the issuance of up to 10
million units of the Company at a price of $0.08 per non-flow through unit ("NFT
Unit") and $0.10 per Quebec or National flow through unit ("FT 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 NFT Unit will consist of one common share and one non-transferable common
share purchase warrant. Each Quebec or National FT Unit will consist of one flow
through common share and one half of one non-transferable common share purchase
warrant. Each whole warrant, whether acquired as part of a NFT Unit or a FT
Unit, 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 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.
The proceeds from the issuance of the National or Quebec FT Units will qualify
as Canadian and/or Quebec exploration expenses. Flow through funds received in
2013 will be renounced to investors no later than December 31, 2013. Any flow
through funds received in 2014 will be renounced in 2014. The Company intends to
use the net proceeds of the Offering primarily for expenditures on the Company's
East-West property, on new acquisitions and for general working capital.
Share Consolidation
Subject to regulatory approval, the share capital of the Company will be
consolidated on the basis of one (1) new common share for every existing five
(5) common shares (the "Consolidation"). Where the exchange results in a
fractional share, the number of common shares will be rounded to the nearest
whole common share. The Consolidation will enhance the marketability of the
common share as an investment and facilitate additional financings to fund
future operations. As part of the Consolidation, the name of the Company will be
changed to Rogue Resources Inc. The Company anticipates trading to begin under
its new name on or before December 23, 2013.
Radio Hill Update
An internal study and evaluation is underway on the Company's Radio Hill Iron
Ore project. More than10,000 meters drilled in 2011/2012 were to be incorporated
into an updated resource estimate; however, due to the metallurgical complexity
of the project the Company decided a resource estimate without sufficient
metallurgical testing could be misleading. A number of domains of mineralization
were identified at Radio Hill, and initially, appear to react differently to
various concentrating and processing methods. The Company has had recent success
in testing a number of processing methods with the goal of producing a
consistent product using material from multiple domains of the project. Once
this process is complete the Company will disclose its conclusions and further
recommendations.
2014 Growth Strategy and Corporate Objectives:
Q1 2014:
-- Complete sale of Timmins real estate asset (estimated net proceeds
$350,000)
-- Complete 3D model and initial resource estimate on East-West Project
-- Complete acquisition of second Quebec Gold asset (discussions underway
Dec. 2013)
-- Conduct strategic review for Langmuir Nickel/PGM project
-- Complete project summary, internal economic evaluation, budget and
recommendations for Radio Hill Iron Project
-- Additions/changes to senior management and Board
Q2 2014:
-- Conduct minimum 3,000 - 5,000 m drill program at East-West Project
Q3 2014
-- Update East-West resource estimate
Qualified Person
Alain-Jean Beauregard, P.Geo., of Geologica Inc., is an independent Qualified
Person ("QP") as defined by National Instrument 43-101. Mr. Beauregard has
reviewed the technical contents of this release.
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.
FOR FURTHER INFORMATION PLEASE CONTACT:
Rogue Iron Ore Corp.
John de Jong
CEO/President
(604) 629-1808
john@rogueiron.com
www.rogueiron.com
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