Rogue Announces Closing of Private Placement
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April 6, 2017 TSX-V: RRS
NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA OR TO US WIRE SERVICES
Rogue Announces Closing of Private Placement
TORONTO, ON – Rogue Resources Inc. (TSX-V: RRS) (“Rogue” or the “Company”) is pleased to report that it has closed its
previously announced private placement (the “Offering”), receiving aggregate gross proceed s of $250,000 from the
issuance and sale of 833,334 flow-through units (“FT Units”) at a price of $0.30 per FT Units. Each Unit consists of one flow
through common share and one common share purchase warrant (each, a “Warrant”) entitling the holder thereof to
purchase one common share at an exercise price of $0.45 until May 31, 2018. The subscriber to the Offering was SCR
Mining and Tunnelling L.P. (“SCR”), together with certain of its affiliates.
The closing of the Offering is subject to regulatory approva l, including the approval of the TSX Venture Exchange (the
“TSXV”). The securities underlying the Units issued under the Offering will be subject to a statutory hold period of four
months plus one day from their respective closing date, in accordance with applicable securities legislation and are also
subject to a contractual two -year hold period which may be terminated under certain circumstances. No finders' fees
were paid in connection with Closing.
“This financing underpins the partnership with the Seguins that we announced last month at the PDAC Convention” said
Sean Samson, President and CEO of Rogue Resources. “We are excited to actively partner with an experienced group that
will support Rogue’s continued growth.”
About Rogue Resources Inc.
Rogue is a mining company focused on generating positive cash flow. Not tied to any metal, it looks at rock value and good
grade deposits that can withstand all stages of the metal price cycle. The Company remains focused on advancing its
silica/quartz business with the Silicon Ridge Project in Quebec and the recently announced acquisition of the Snow White
Project in Ontario (targeted to close in Q4 2017, see October 20, 2017 press release), exploring its other assets, including
the gold potential at Radio Hill, and identifying additional projects or mines that meet its criteria.
For more information visit www.rogueresources.ca.
Qualified Person
The Company’s Exploration Projects are under the direct supervision of Paul Davis, P.Geo., and Vice -President of the
Company, a Qualified Person ("QP") as defined by National Instrument 43-101.
For additional information regarding this news release please contact:
Sean Samson
+647-243-6581
44 Victoria Street, Suite 1612
Toronto, ON M5C 1Y2 CANADA
Toll Free: 1-888-764-1981,
Direct: +1-647-243-6581
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Neither the TSX Venture Exchange nor its Regulation Services Provid er (as that term is defined in the policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Cautionary Note Regarding Forward-Looking Statements:
This news release contains certain statements or disclosures relating to the Company that are based on the expectations
of its management as well as assumptions made by and information currently available to the Company which may
constitute forward-looking statements or information (“forward-looking statements”) under applicable securities laws. All
such statements and disclosures, other than those of historical fact, which address activities, events, outcomes, results or
developments that the Company antic ipates or expects may, or will occur in the future (in whole or in part) should be
considered forward-looking statements. In some cases, forward -looking statements can be identified by the use of the
words “continue”, “plan” and similar expressions.
In particular, but without limiting the foregoing, this news release contains forward-looking statements pertaining to the
following: the Company’s corporate strategy and performance; and statutory and contractual hold periods.
The forward -looking statements con tained in this news release reflect several material factors and expectations and
assumptions of the Company including, without limitation: business strategies and the environment in which the Company
will operate in the future; commodity prices; explorati on and development costs; mining operations and development
parameters; regulatory restrictions; activities of governmental authorities (including changes in taxation); currency
fluctuations; the global economic climate; and competition.
The Company believes that the material factors, expectations and assumptions reflected in the forward-looking statements
are reasonable at this time but no assurance can be given that these factors, expectations and assumptions will prove to
be correct. The forward -looking statements included in this news release are not guarantees of future performance and
should not be unduly relied upon. Such forward -looking statements involve known and unknown risks, uncertainties and
other factors that may cause actual results or events to differ materially from those anticipated in such forward -looking
statements including, without limitation: general economic, market and business conditions; the Company’s properties
may not have the results currently anticipated by the Company; the Com pany may be unable to resolve geological,
mechanical or operational issues in the timelines anticipated, in the manner anticipated or at all; increased costs and
expenses; reliance on industry partners; risks related to operations, government and environmental regulation, conclusions
of economic evaluations and changes in project parameters as plans continue to be refined; risks in the marketability of
minerals; fluctuations in commodity prices; fluctuations in foreign exchange rates and interest rates; sto ck market
volatility; and certain other risks detailed from time to time in the Company's public disclosure documents including,
without limitation, those risks identified in this news release, and in the Company’s most recent annual and interim
management’s discussion and analysis, copies of which are available on the Company’s SEDAR profile at www.sedar.com.
Readers are cautioned that the foregoing list of factors is not exhaustive and are cautioned not to place undue reliance on
these forward-looking statements.
The forward -looking statements contained in this news release are made as of the date hereof and the Company
undertakes no obligations to update publicly or revise any forward -looking statements, whether as a result of new
information, future events or otherwise, unless so required by applicable securities laws.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the Unit ed
States of America. The securities have not been and will not be registered under the United States Securities Act of 1933
(the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S.
Persons (as defined in the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities
laws, or an exemption from such registration is available.