Roughrider signs Definitive Agreement to Acquire Properties in Golden Triangle and appoints new CEO and two new Directors
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NEWS RELEASE
Roughrider signs Definitive Agreement to Acquire Properties in Golden Triangle and appoints
new CEO and two new Directors
Vancouver, BC, November 8, 2019 -- Roughrider Exploration Limited (TSX-V: REL) ("Roughrider" or the “Company”)
is pleased to announce that it has entered into a definitive agreement (“Definitive Agreement”) with Cazador
Resources Ltd., a private BC Company, Rene Bernard, an individual and Elemental Capital Partners LLP, a private BC
Partnership, each of which is an independent party at arm’s length to the Company (collectively “the “Vendors”),
to acquire a 100% interest in the Gin, Eldorado and Bonanza properties located adjacent to Newcrest Mining and
Imperial Metals Red Chris Mine in the Golden Triangle Area of northwest B .C. (collectively the “Red Chris Area
Properties” or the “Properties” ) for an aggregate consideration of 11,000 ,000 Roughrider shares (the
“Transaction”). Upon closing, Mr. Adam Travis will be appointed CEO and Director of Roughrider and Dr. Fletcher
Morgan will also be appointed a Director of Roughrider.
Exploration and Strategic Potential
The Properties are located in the heart of the Red Chris Camp within British Columbia’s Golden Triangle (see Figure
1) and are adjacent to ground held by Imperial Metals Corp. which includes the producing Red Chris Mine¹. In August
2019, Imperial Metals sold a 70% interest in Red Chris to Newcrest Mining Ltd. for approximately US$775million.
Figure 1
Roughrider is pleased to be able to secure ground in the Red Chris Area joining other companies such as
Newcrest/Imperial, GT Gold Corp, Skeena Resources Ltd and Colorado Resources Ltd¹. Recent notable investments
in the immediate area by both Newcrest and Newmont attest to the copper-gold potential of this area.
Red Chris Area Properties
Eldorado & Bonanza Properties
Eldorado and Bonanza border the eastern side of the Red Chris Mine property and occur along geological trend to
the east hosting mineralized intrusions and volcanics (see Figure 1).
Gin Property
The Gin Property borders the western side of the Red Chris property and is adjacent to both Colorado’s North ROK
property (southern side) and GT Gold’s Tatogga property (southeast side, See Figure 1).
Definitive Agreement
Under the terms of the Definitive Agreement , Roughrider will acquire a 100% interest in the Red Chris Area
Properties by issuing 11,000,000 shares in Roughrider (“Consideration Shares ”) and all current outstanding
Roughrider options will be cancelled in connection with the Transaction.
Upon completion of the Transaction, each of the vendors will become insiders holding shares in excess of 10% of the
issued and outstanding shares of the Company.
The Transaction is subject to receipt of all necessary regulatory and corporate approvals, including the approval of
the TSX Venture Exchange ("TSXV").
All the Consideration Shares issued under the Transaction will subject to a hold period expiring four months and one
day from the date of issuance. 4,000,000 of the Consideration Shares will also be subject to a voluntary hold period
of one year from the date of closing.
Appointment of Chief Executive Officer and Director
Upon closing, Mr. Adam Travis will be appointed as CEO and Director of Roughrider and Dr. Fletcher Morgan will be
appointed as a director of Roughrider. Mr. Wayne Hewgill and Mr. Alex Heath will resign as directors of Roughrider,
effective on the closing date of the Transaction.
Mr. Travis will replace Mr. Scott Gibson, who has served as Roughrider’s CEO over the last eight years. Mr. Gibson
will remain a director of Roughrider.
Incoming CEO and Director, Travis commented, “Investors and colleagues that have followed my career know that I
am passionate about B.C.’s Golden Triangle and its potential for multiple new economic discoveries. I am pleased to
take on this new opportunity with Roughrider. I sincerely thank Scott Gibson and his team for their stewardship, and
I look forward to working with them to transform R oughrider into a flagship B.C. exploration company. The
properties that Roughrider will acquire are a good starting point.”
Proposed Financing
In connection with the Transaction, Roughrider proposes to conduct a non-brokered private placement (the "Private
Placement") of the sale of up to 5,000,000 common shares (the "Shares") at a price of $0.10 per Share for gross
proceeds of up to $500,000.
Subject to the approval of the TSXV, finders’ fees may be paid in respect of subscriptions by certain arm’s length
subscribers.
The proceeds of the Private Placement will be used for general working capital purposes and to facilitate the closing
of the Transaction.
The Transaction is subject to receipt of all necessary regulatory and corporate approvals, including the approval of
the TSX Venture Exchange ("TSXV"). Closing of the Private Placement remains subject to the approval of the TSXV.
All the securities issued under the Private Placement will be subject to a hold period expiring four months and one
day from the date of issuance.
Qualified Person
David Tupper, P. Geo. Vice President, Exploration, is a Qualified Person within the context of National Instrument
43-101 and has read and approved the technical information in this release.
Cautionary note related to Release and Figure
¹ This Release contains information about adjacent properties on which Roughrider has no right to explore or mine.
Readers are cautioned that mineral deposits on adjacent properties are not indicative of mineral deposits on the
Company's properties.
About Roughrider Exploration Limited
Roughrider and its partner ValOre Metals Corp. (formerly named Kivalliq Energy) hold the Genesis uranium project
located in the Wollaston -Mudjatik geological trend extending northeast from Saskatchewan's Athabasca Basin. In
addition, Roughrider acquired the Sterling property in central British Columbia.
For further information, please contact:
Scott Gibson
Chief Executive Officer
Roughrider Exploration Limited
625 Howe Street, Suite 420
Vancouver, B.C. V6C 2T6, Canada
P: 604-697‐0028
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance
Where applicable, the transaction cannot close until the required TSXV approval is obtained. There can be no
assurance that the transaction will be completed as proposed or at all. Trading in the securities of the Company
should be considered highly speculative.
Neither 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 release.
CAUTIONARY STATEMENT REGARDING FORWARD -LOOKING INFORMATION
Certain information contained or incorporated by reference in this press release, including any information regarding the proposed Transaction,
private placement, board and management changes, as to our strategy, projects, plans or future financial or operating performance, constitutes
"forward-looking statements." All statements, other than statements of historical fact, are to be considered forward-looking statements. Forward-
looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable by the co mpany, are
inherently subject to significant business, economic, geological and competitive uncert ainties and contingencies. Although the Company believes
the expectations expressed in such forward -looking statements are based on reasonable assumptions, such statements are not guarantees of
future performance. Known and unknown factors could cause actu al results to differ materially from those projected in the forward -looking
statements. Such factors include but are not limited to: fluctuations in market prices, exploration and exploitation successes, continued availability
of capital and financing, cha nges in national and local government legislation, taxation, controls, regulations, expropriation or nationalization of
property and general political, economic, market or business conditions. Many of these uncertainties and contingencies can af fect our ac tual
results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf
of, us. Readers are cautioned that forward -looking statements are not guarantees of future performance and, therefore, readers are advised to
rely on their own evaluation of such uncertainties. All of the forward -looking statements made in this press release, or incorporated by reference,
are qualified by these cautionary statements. We do not assume any ob ligation to update any forward -looking statements.
UNITED STATES ADVISORY
The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S.
Securities Act"), have been offere d and sold outside the United States to eligible investors pursuant to Regulation S promulgated under the U.S.
Securities Act, and may not be offered, sold, or resold in the United States or to, or for the account of or benefit of, a U. S. Person (as such t erm is
defined in Regulation S under the United States Securities Act) unless the securities are registered under the U.S. Securitie s Act, or an exemption
from the registration requirements of the U.S. Securities Act is available. Hedging transactions invo lving the securities must not be conducted
unless in accordance with the U.S. Securities Act. This press release shall not constitute an offer to sell or the solicitati on of an offer to buy any
securities, nor shall there be any sale of securities in the s tate in the United States in which such offer, solicitation or sale would be unlawful.