Rogue Announces LOI to Acquire Golden Arrow Gold Mine, and Provides Update on Quartz Projects

Press Release

• Developed open pit mine, within a major Canadian gold mining district, close to existing mills
• All permitting in place, Certified Closure Plan accepted and filed by MENDM on October 1, 2018
• Open pit permit for 862,000 tonnes of gold bearing mineralized material to be mined at the permitted limit of 600 production tonnes per day [1]
• Exploration drilling will target an Au grade for the permitted pit averaging in a range between 1.6 and 2.0 gpt Au [1]
• Recent bulk sample confirms positive gold recovery characteristics averaging 91%
• Combination of staged cash payments and equity consideration to the Seller
• Rogue to prioritize non-dilutive sources for potential Project Financing
• Quartz business continues to develop, with sales progress on Snow White and a political change in Quebec

[1]: This information has been obtained from VGM and although the data is believed to be reliable, Rogue has not independently verified the information. There is no NI 43-101 Resource on this Gold Mine and, a Production Decision has not yet been made. If the Company makes a Production Decision on Golden Arrow it will be disclosed in compliance with Companion 43-101CP, Policy 4.2(6). See “Notice to Readers”.

TORONTO, ON – Rogue Resources Inc. (TSX-V: RRS) (“Rogue” or the “Company”) is pleased to announce that it has entered into a letter of intent (the “Letter of Intent”) to acquire 100% of Victoria Gold Mines East Timmins Limited (“VGM”), the arm’s length sole owner of the Golden Arrow Project (“Golden Arrow” or the “Mine”) from a Timmins-based resource developer (the “Seller”). The Mine is located south of Matheson, Ontario. The Letter of Intent also includes the acquisition of an affiliate of the Seller (the “Royalty Holder”) that holds certain royalty interests in the Mine.

“Rogue has spent considerable time searching for and analyzing opportunities against our stated criteria of successful projects having grade, in a late stage of development with a clear path to cash flow and situated in a jurisdiction where we want to work. Rogue believes that Golden Arrow delivers on each of these criteria and we are excited by the potential of the Mine”, said Sean Samson, President and CEO of Rogue.

The Letter of Intent (all currency C$)

Under the terms of the Letter of Intent, and subject to applicable TSXV approvals, the Seller has agreed to sell VGM and the Royalty Holder to Rogue (the “Acquisition”) for the following consideration:

• Cash payment at closing (the “Closing”) of $1.4M;
• Common shares of Rogue (“Common Shares”) at Closing with a value of $0.5M at the time of issuance;
• Additional cash payments of an aggregate of $1.0M following Closing upon the achievement of certain milestones (the “Payment Period”);
• Additional Common Shares with an aggregate value of $1.25M at issuance during the Payment Period;
• Royalty of $45 per ounce on the first 19,000 ounces of gold produced; and
• Net Smelter Return Royalty (“NSR”) of 1% granted on all additional production from the Project. “We believe this is an excellent opportunity for Rogue and its shareholders”, said Sean Samson.

The Golden Arrow Mine

The Golden Arrow project consists of more than 700 hectares, consisting of a combination of patented and staked mining claims. The current and permitted Mine is located wholly within patented claims.[2] The Mine is close to existing infrastructure, within 2km of paved highway and 1.5km of grid power. All permits to begin mining have been secured for the Mine to produce up to 600 mineralized material tonnes per day. In 2014-2015, a bulk sample was taken from the Mine and processed between two local mills and there are multiple toll milling options within 100km of the Project. Opportunities exist to begin gold production in the initial year of operations from surface stockpiles and exposed mineralized material within the current Mine.

[2]: Permit details can be reviewed at:

http://www.ebr.gov.on.ca/ERS-WEB-External/displaynoticecontent.do?noticeId=MTMyNDk1&statusId=MjA3NjAz

Project Financing Strategy

The Company is developing its project finance strategy, likely to be split between an equity component, open to existing and new investors, in addition to a larger, discrete Project Financing with new financing partners. The Project Financing may include issuances of equity and debt, as well as royalty and streaming / gold forward sale components.

Next Steps on Golden Arrow

Pursuant to the Letter of Intent, Closing is expected to take place in December 2018 conditional upon, among other things:

• Confirmatory due diligence by the Company;
• Execution of a definitive agreement based upon the terms of the Letter of Intent;
• Arrangement and finalization of arrangements with a contract operator and toll miller(s);
• Negotiation and finalization of Project Financing arrangements; and
• The approval of the TSX Venture Exchange.

Update on the Quartz Business

The Company plans to generate quartz sales from the Snow White Project in Ontario, likely supplying into the lower-volume specialized end-use market (see May 23, 2017 press release for an explanation of the end-use markets). Rogue expects to make final logistics arrangements, including road and rail transportation, in Q4 2018. If the Company makes a Production Decision on Snow White it will be disclosed to investors (as required by Companion 43-101CP, Policy 4.2(6)).

Last week’s provincial election in Quebec may lead to progress with respect to the Company’s Silicon Ridge Project. Rogue is encouraged by the government-elect’s stated policy on mining projects, which includes that the “Start-up of mining projects will be accelerated—environmental requirements will remain, but approval will be accelerated and regrouped within a single process.” (see https://coalitionavenirquebec.org/en/blog/enjeux/natural-resources/). The Company has not received any update from the Ministère des Forêts, de la Faune et des Parcs (the “MFFP”), since the MFFP delayed the Silicon Ridge Project last year (see August 10, 2017 press release) and again this year (see March 5, 2018 press release) and advised that “additional analysis” would be completed by the MFFP in “Autumn 2018”.

“Rogue has spent significant resources developing its quartz business and remains committed to its plan to bring Snow White and Silicon Ridge into production”, said Sean Samson.

About Rogue Resources Inc.

Rogue is a mining company focused on generating positive cash flow. Not tied to any commodity, it looks at rock value and good grade deposits that can withstand all stages of the commodity price cycle. The Company remains focused on advancing its silica/quartz business with the Snow White Project in Ontario and the Silicon Ridge Project in Quebec, exploring its other assets, including the gold potential at Radio Hill and nickel potential at Langmuir, and identifying additional projects or mines that meet its criteria of “Grade, Stage and Jurisdiction”.

For more information visit www.rogueresources.ca.

Qualified Person

The Company’s Projects are under the direct technical supervision of Paul Davis, P.Geo., and Vice-President of the Company. Mr. Davis is a Qualified Person as defined by NI 43-101. He has reviewed and approved the technical information in this press release.

For additional information regarding this news release please contact:

Sean Samson
info@rogueresources.ca

IBF4