Eigen337 I did read it. Did you?


Rogue to spin out gold company, acquire Nat River

2012-05-01 08:33 ET - News Release


Mr. Stephen de Jong reports


Rogue Iron Ore Corp. has entered into non-binding, exclusive negotiations with U.S. Borax Inc., a subsidiary of Rio Tinto PLC, to complete a structured earn-in agreement to acquire all of the issued and outstanding shares in Nat River Gold Inc./Aurifere Riviere Nat Inc., which owns the Nat River gold project (NGRP), located 80 kilometres southwest of Timmins, Ont. U.S. Borax manages the assets of Nat River Gold Inc./Aurifere Riviere Nat Inc.

Details of the spin-out and non-binding letter of intent/exclusivity agreement include:


  • Rogue has created a subsidiary company, Rapier Gold Inc. (RGI), which will be spun out from Rogue as a stand-alone public company.
    • RGI will receive the gold rights only from Rogue's Timmins West property, as well as the exploration rights on the NRGP, where exploration work by U.S. Borax discovered visible gold in a total of 11 intercepts from five distinct types or zones of mineralization. Rogue will retain all iron and base metal rights to the Timmins West property, which hosts the Nat River iron formation.
      • Roger Walsh, an independent adviser for Rogue, will take on the role of chief executive officer and president of RGI, and will be responsible for initial capital raising and for leading the building of a gold-focused exploration team to prepare and execute exploration programs on the project.
        • RGI will be solely responsible for the financing of exploration and other associated costs. Specific exploration budgets will be included within the definitive agreements once negotiated by both parties.


        "We are very excited about the potential that the formation of Rapier Gold Inc. offers each Rogue Iron Ore Corp. shareholder, as part of our ongoing plan to optimize the value of the company's assets. We were delighted to work with U.S. Borax's team to negotiate an agreement that is truly focused on optimizing the potential for a significant gold discovery on the combined land position. We have been approached by a number of significant mining companies interested in joint venturing our ground; however, we strongly believe the formation of RGI and the combination with the NRGP project offers significant potential to create separate value for our shareholders, as we continue to advance the Radio Hill iron ore project," stated Stephen de Jong, president and CEO.

        The NRGP consists of a land position of 5,599 hectares located on the western extension of the Porcupine-Destor deformation (fault) zone (PDDZ), one of the most productive gold structures in the world, which has produced over 70 million ounces over the past century. Drilling by U.S. Borax intersected visible gold in drill core at several different intervals. The visible gold was found in carbonate veins and carbonate contact rocks with mineralization and alteration assemblages similar to that found in the Timmins gold camp. The NRGP land position adjoins almost all the northern boundary of the company's Timmins West property of approximately 10,192 hectares, which also has significant exposure to the PDDZ. The combined land position is approximately 15,791 hectares and contains a significant untested portion of the PDDZ, representing one of the largest exploration properties in this highly prospective region of Ontario.

        Upon the successful completion of the transaction, Rogue intends to transfer all gold rights on its Timmins West property to RGI. The company contemplates thereafter distributing to each of its shareholders shares of RGI pro rata based on the shareholdings in the company. Currently, RGI is intended to become an independent Canadian-listed public company with a separate management team following the transaction, and plans to raise new equity capital to conduct a comprehensive exploration program on the combined land position as part of any transaction.

        Mr. Walsh, currently a strategic adviser to the company, will assume the role of president of RGI, and will take a lead role in the growth and development of RGI. Mr. Walsh has extensive experience and relationships in international mining, having held senior corporate development roles with a number of public companies including Aurizon Mines Ltd., Jinshan Gold Mines Inc. and Ivanhoe Mines Ltd.

        Mr. Walsh and the company have identified a small technical team to conduct the first phase of exploration on the combined land position, and they will be joined by a technical advisory committee of two senior exploration geologists with extensive experience in the Abitibi and Swayze greenstone belts that occur in this region of Ontario.

        We seek Safe Harbor.