VANCOUVER, BRITISH COLUMBIA–(May 26, 2011) –Rogue Resources Inc. (TSX VENTURE:RRS) (the “Company”) is pleased to announce a has entered into an agreement with Jennings Capital Inc. (the “Agent”) to act as agent in connection with the private placement on a best efforts basis of Units at a price of $0.25 per Unit and Flow Through Units at a price of $0.33 per Flow Through Unit, for gross proceeds of up to $3 million.
Each Unit will consist of one common share and one half of one non-transferable common share purchase warrant. Each Flow Through Unit will consist of one flow through common share and one half of one non-transferable common share purchase warrant. Each whole warrant, wether acquired as part of a Unit or a Flow Through Unit, will entitle the holder to purchase one common share at an exercise price of $0.37 for 24 months following completion of the offering. Under the agreement, the number of Flow Through Units sold in the offering may not exceed 40% of the aggregate number of Units and Flow Through Units sold in the offering.
The Company has granted the Agent an Agent’s option to sell up to that number of additional units that equals 15% of the aggregate number of Units and Flow Through Units sold in the offering. If the Agent’s option is exercised in full, the gross proceeds from the offering will be $3.45 million. The maximum number of units that may be sold in the offering, assuming full exercise of the over-allotment option, is 13,800,000 units.
The proceeds from the issuance of the Flow-Through Units shall be used to fund exploration expenditures on the Company’s Canadian mineral projects and will qualify as Canadian exploration expenses (as defined in the Income Tax Act) that will be renounced to the investors no later than December 31, 2011. The Company intends to use the net proceeds of the offering primarily for expenditures on the Company’s Radio Hill Iron Ore Property and for general working capital.
The offering is scheduled to close on or about June 16, 2011 and is subject to certain conditions, including approval of the TSX Venture Exchange.
Certain directors and officers of the Company may acquire securities under the private placement. Any such participation would be considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101″). The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any shares issued to or the consideration paid by such persons will exceed 25% of the Company’s market capitalization.
ABOUT ROGUE RESOURCES
Rogue Resources is an advanced stage exploration company, with offices in Vancouver, British Columbia and Timmins, Ontario. The Company has two advanced stage projects in Timmins; its Radio Hill iron-ore project and its Langmuir nickel deposit. The Company also has several projects it in drilling and advancing in the Bathurst camp of New Brunswick and the Timmins and Kirkland Lake gold camps in northern and western Ontario.
