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Press Release –
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, B.C. – Rogue Resources Inc. (TSX-V: RRS) (“Rogue” or the “Company”) is pleased to announce that, subject to final regulatory approval, it has closed the first tranche of its $2.5 million private placement (the “Offering”) previously announced on July 30, 2014, for gross proceeds of $2,073,240.
The Company issued 2,230,000 Units (the “Units”) and 15,418,668 flow through units (the “FT Units”) for gross proceeds of $2,073,240. 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 18 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 18 months following closing of the Offering. The proceeds from the issuance of the FT Shares will qualify as Canadian and/or Québec exploration expenses which will be renounced to investors no later than December 31, 2014. In addition to the Units and FT Units issued for gross proceeds of $2,073,240.
The Company also announces that as per the revised property agreement dated August 15, 2014, 8,500,000 Units were issued to Fiducie Ananke to complete the purchase of the Lac la de Grosse Femelle Silica Project (“Femelle Silica Project”), subject to final regulatory approval.
The Company intends to use the net proceeds of the Offering primarily for expenditures on the Company’s Femelle Silica Project and East-West Gold property in Quebec, its nickel and iron ore properties in Ontario, and for general working capital. A Quebec geological firm has been commissioned to prepare a NI43-101 Technical Report on the Femelle Silica Project which the Company anticipates will be completed in September 2014.
Total finder’s fees of $140,226.81 were paid in conjunction with the Offering and 1,186,404 compensation warrants (the “Compensation Warrants”) were granted. 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. Secutor Capital Management Corp., an Investment Industry Regulatory Organization of Canada member firm, placed $1,378,240 of the Offering.
All Common Shares issued and issuable hereunder (including those issuable upon the exercise of Warrants, FT Warrants and the Compensation Warrants) are subject to a hold period expiring December 27, 2014.
ON BEHALF OF THE BOARD OF DIRECTORS
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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