Rogue Iron Ore Corp Executes Share Purchase Agreement With Rio Tinto, Proceeds With the Formation of Rapier Gold Inc.


VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 27, 2012) - Rogue Iron Ore Corp. (TSX VENTURE:RRS) ("Rogue", the "Company") is pleased to announce it has executed a share purchase agreement ("SPA") with Rio Tinto Alcan Inc. ("Rio Tinto"), a subsidiary of Rio Tinto plc, to purchase the shares of Nat River Gold Inc. / Aurifere Riviere Nat Inc. ("Nat River"), and has initiated a process to spin out, from Rogue, a gold-focused exploration company, Rapier Gold Inc. ( "Rapier" ). The transaction will allow Rogue shareholders to capitalize on the gold exploration potential of the Company's extensive land position located 80 km south west of Timmins, Ontario.

The Nat River gold property ("Pen North") is located to the immediate north of Rogue's Timmins West gold property ("Pen South"). Recent (2011) exploration drilling results resampled and confirmed by Rogue found visible gold in quartz-carbonate veins and carbonate contact rocks within drill core at about 75m below surface. These zones of mineralization are hosted in alteration assemblages similar to that found in the Timmins Gold Camp. Of the core reviewed by Rogue, visible gold was noted in a total of eleven intercepts from three distinct types or zones of mineralization. The combination of Pen North and Pen South comprises 15,791 hectares (approx. 160 sq km) much of which is interpreted to be on-strike of the Porcupine-Destor fault zone west of Timmins and represents one of the largest gold exploration properties in this highly prospective region of Ontario.

Pursuant to the spin-out, Rapier Gold would become a stand-alone entity and would seek a public listing. Rogue shareholders will receive a pro rata distribution of Rapier Gold shares based on their shareholding in Rogue on the implementation date of the spin-out, which is currently estimated for the end of November. The Company anticipates that a total of approximately 11,000,000 Rapier Gold shares will be distributed to Rogue shareholders. Rapier has completed a first financing of $500,000, comprised of 3,333,333 units at $0.15 and consisting of one share and one share purchase warrant (at $0.30 for 12 months).

Transaction with Rio Tinto:

Pursuant to the SPA, Rapier will pay the following consideration to Rio Tinto:

  • Cash $600,000. $100,000 (paid); $500,000 to be paid at Closing;
  • An amount of $5.00 per oz. of contained gold metal (capped at $5,000,000) on any measured and/or indicated mineral resources defined on Pen North;
  • Upon completion of a favourable feasibility study for the construction of a gold mine on the Pen North property, an amount up to $5,000,000 indexed to the CPI;
  • 2% NSR royalty on gold production from Pen North; and
  • 0.75% NSR royalty on gold production from Pen South.

Pursuant to the SPA, Rapier is required to:

  • Complete an equity financing, of not less than $3,500,000 by November 30, 2012 ("Closing"); and
  • Spend a minimum $1,500,000 on exploration on Pen North, within 18 months of closing.
  • The Company contemplates that the Closing, the equity financing, and the completion of the spin-out would happen concurrently in late November.

Transaction between Rogue and Rapier:

  • A formal license agreement whereby Rapier is entitled to explore for gold on Pen South (excluding the Radio Hill project area) for an initial five year term, with rights to renew for two five-year terms.
  • Rapier will have an option to acquire claims covering areas of the Pen South property where it defines measured and/or indicated mineral resources.
  • Rogue will have the right to retain its interest over three of the fifty seven claims comprising Pen South upon having defined a non-gold measured and/or indicated resource covering such claims. Where both parties have defined measured and/or indicated resources over the same claims, the parties will agree to determine the net present value of the resource over the particular claims in which case the company holding the resource with the highest net present value will retain the rights over those claims.

Formation of Rapier:

Roger Walsh will be the President of Rapier. Mr. Walsh has extensive experience in the international mining sector. Rapier's initial Board of Directors are:

  • Roger Walsh. Mr. Walsh qualified as a CA, in Australia, and has extensive experience and relationships in the international mining and exploration sector and has worked with a wide range of companies on the acquisition, divestment, and joint venturing of mineral properties in numerous jurisdictions. Mr. Walsh was most recently Vice-President Corporate Development for Aurizon Mines and prior to that held similar roles at Jinshan Gold Mines Inc. and Ivanhoe Mines Ltd. Prior to joining Ivanhoe, Mr. Walsh was a founding partner of a corporate advisory firm providing acquisition, divestment and strategic advisory services to the international mining sector.
  • John Reddick, M.Sc., P.Geo. Mr. Reddick is an active consultant to the mining industry with extensive experience in the exploration for advancement through feasibility studies and production of mines spanning a variety of geological terrains throughout the Americas and in Europe. He has 30 years of experience in the industry including production experience in gold and base metal mines. He has worked as an independent consultant for over 15 years and that work has included preparation of technical reports for qualifying transactions and mineral resource estimates, evaluation, audits and due diligence reviews of many advanced stage properties and mines.
  • Iain MacPhail, CA. Mr. MacPhail was most recently CFO of Far West Mining until its merger with Capstone Mining. Mr. MacPhail has extensive experience in the financial and regulatory aspects of the junior exploration sector.
  • Stephen de Jong, B.Comm. Mr. de Jong is President & CEO of Integra Gold Corp. and former President & CEO of Rogue Iron Ore since 2010, when he led the restructuring and rebranding of Rogue into an iron ore explorer and raised the initial funds needed, in June 2011, to begin drilling at the Radio Hill historical iron ore deposit.
  • Freeman Smith, P.Geo. Mr. Smith is President & CEO of Rogue and played a crucial role in identifying the core assets of the company initiating exploration on the Radio Hill project. He also initiated the gold spin-out company.

Technical Team:

  • Technical Consultant, Mary Stalker, P.Eng. B.Sc., M.ASc. Ms. Stalker a gold specialist with extensive experience in Ontario and the Timmins district. Ms. Stalker has worked for Rio Tinto conducting all gold exploration work on the project. She has consulted to various companies defining and supervising exploration programs from target generation, geophysical surveys and full-scale exploration drill programs. Ms. Stalker will coordinate the conduct of Rapier's exploration programs as a consultant.
  • Technical Advisor, Lindsay Bottomer, M.ASc., P.Eng. Mr. Bottomer has been a director of Entrée Gold Inc. since 2002 and VP Corporate Development since 2005. Mr. Bottomer has over 38 years' experience in global mineral exploration and development with major and junior mining companies; the last 21 years based in Vancouver. He has had significant exposure to the Timmins region from his work with Echo Bay Mines.


Rogue Iron Ore Corp. is an exploration and development company with offices in Vancouver, BC and Timmins, ON. The Company's primary asset is its Radio Hill iron ore project located 80km southwest of Timmins. The Company completed a 10,000 m diamond drill program in May of this year and is currently conducting metallurgical testing to determine the potential product that would be produced from Radio Hill ore.

Mr. Garry Wong, P.Eng., B.A Sc. is a qualified person within the meaning of NI 43-101, has supervised the preparation of the scientific and technical information regarding the Pen North property in this press release and has conducted relevant data verification required for the purposes of such disclosure.


Freeman Smith, President & CEO

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Cautionary Note Regarding Forward Looking Statements: Certain disclosure in this release constitutes forward-looking statements, including in particular satisfaction of the conditions to the acquisition of the Pen North property, the timing of completion of that acquisition, the completion of the spin-out of the Rapier shares to shareholders and the timing of that transaction. 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 Company's planned exploration activities, 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 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.

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.