Rogue Corporate Update: Closing First Tranche of Financing; Full Fleet and Crews at Rogue Stone Quarries, Sales Continue
May 27, 2020 TSX-V: RRS
NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA OR TO US WIRE SERVICES
Rogue Corporate Update: Closing First Tranche of Financing; Full Fleet
and Crews at Rogue Stone Quarries, Sales Continue
• Closing First Tranche of $160,740 of the Private Placement
• Full team and eight pieces of equipment now in place at the Bobcaygeon and Orillia quarries
TORONTO, ON – Rogue Resources Inc. (TSX-V: RRS) (“Rogue” or the “Company”) is pleased to announce the closing of an
initial tranche of its previously announced private placement and the recalling of a full complement of op erators and a
fleet of eight pieces of equipment across Rogue Stone’s Orillia and Bobcaygeon quarries.
Closing Tranche 1 of the Private Placement
Rogue is pleased to announce the closing of the first tranche of its previously announced non-brokered private placement
(the “Private Placement”). At closing of the first tranche of the Private Placement the Company received aggregate gross
proceeds of $160,740. $119,240 was received from the sale of Non-Flow-Through Units (the “Unit Offering”) at a price of
$0.06 per unit (“Unit”) from the issuance of 1,987,333 Units. Each Unit consists of one common share (“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 $0.08 for a period of 36 months from the closing date. The proceeds from the Unit Offering will be
used for general corporate purposes. $41,500 was also received from the sale of Flow -Through Units (the “FT Unit
Offering”) at a price of $0.07 per unit (“FT Unit”) from the issuance of 592,857 FT Units. Each FT 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 $0.08 for 36 months from the closing date. The proceeds from the FT
Unit Offering will be used for Canadian Exploration Expenses, as defined in the Income Tax Act (Canada), including
potential gold exploration at the Company’s Radio Hill Project.
In connection with clos ing, the Company will pay finders' fees of $2,310 and will also issue 38,500 non -transferable
warrants (“Finder’s Warrants”) to certain arm’s length finders. Each Finder’s Warrant entitles the holder to acquire one
additional Common Share at a price of $0.08 for 36 months from the closing date.
The securities issued at closing are subject to approval of the TSX Venture Exchange Approval (“TSXV”) and to resale
restrictions in accordance with applicable securities laws. Full details of the Private Placement c an be found in Rogue’s
April 27, 2020 news release. The Company is also pleased to report that the TSXV has approved an increase in the Unit
Offering to $150,000 from $100,000. All other terms of the Private Placement remain the same as found in Rogue’s April
27, 2020 news release. Closing of the Private Placement is expected to occur on or about June 11, 2020.
44 Victoria Street, Suite 1612
Toronto, ON M5C 1Y2 CANADA
Toll Free: 1-888-764-1981,
Direct: +1-647-243-6581
Rogue Stone Operating Fleet
Each of the Orillia and Bobcaygeon quarries are now running a fleet of two wheeled loaders and two track excavators -
one larger excavator for breaking the stone from the ground and a second, smaller excavator, for final shaping of the
stone. The equipment fleet is primarily Caterpillar and has been acquired through Toromont Cat with financing arranged
through a group of leading equipment finance groups. The lease arrangements shift Rogue from the base case of renting
a majority of the required fleet to leases that range from 40 to 60 months and average of a 4% interest rate. Further details
on the equipment and financing can be found in Rogue’s March 4, 2020 news release.
“This financing is further validation of the continued support we have from both our existing shareholder base and the
interest from new investors. These shareholders appreciate the potential of the Rogue St one business, in addition to the
potential for gold at Radio Hill,” said Sean Samson, President and CEO of Rogue Resources. “The Stone business continues
to progress and getting the full fleet and teams in place helps us meet the increasing demand.”
About Rogue Resources Inc.
Rogue is a mining company focused on generating positive cash flow. Not tied to any commodity, it looks at rock value
and quality deposits that can withstand all stages of the commodity price cycle. The Company includes Rogue Stone selling
quarried limestone for landscape applications from two operating quarries in Ontario; Rogue Quartz focused on advancing
its silica/quartz business with the Snow White Project in Ontario and the Silicon Ridge Project in Québec; and Rogue
Timmins with the nickel resource at Langmuir and the gold potential at Radio Hill.
Qualified Person
The Company’s Projects are under the direct technical supervision of Paul Davis, P.Geo., and Vice -President of the
Company. Mr. Davis is a Qualified Person as defined by NI 43-101. He has reviewed and approved the technical information
in this news release. There are no known factors that could materially affect the reliability of the information verified by
Mr. Davis.
For more information visit www.rogueresources.ca or contact:
+1-647-243-6581
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.
Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by
the words “believes”, “anticipates”, “expects”, “plans”, “intends”, “target”, “estimates”, “projects”, “continue”, “potential”
and similar expressions, or are events or conditions that “will”, “would”, “may”, “could” or “should” occur or be achieved.
In particular, but without limiting the foregoing, this news release contains forward-looking statements pertaining to the
following: the potential of the Rogue Stone business; the potential for Radio Hill gold exploration ; sales and operational
expansion from the Bobcaygeon and Orillia quarries; current and potential interest rates; and closing of this tranche and
future tranches (if any) of the Private Placement.
The forward -looking statements contained 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; explo ration and development costs; mining operations, drilling plans and
access to available goods and services and development parameters; regulatory restrictions; the ability of the Company to
obtain applicable permits; the ability of the Company to service i ts debt obligations; the Company’s ability to qualify for
government funded support programs; the Company’s ability to raise capital on terms acceptable to it or at all; activities
of governmental authorities (including changes in taxation and regulation); currency fluctuations; the unpredictable
economic impact of the COVID-19 pandemic, including the acquisition of equipment and recruitment of human resources
required for the sales expansion; the global economic climate; and competition.
The Company believes that the material factors, expectations and assumptions reflected in the forward-looking statements
contained in this news release 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, those risks identified in the Company’s most recent annual
and interim management’s discussion and analysis, copi es 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.
If the closing of the Private Placement does not occur then the Company may fail to meet certain conditions under its
lending agreements and the Company could be considered in default under such agreements and there is a specific risk
that the market price of the Company’s securities will be negatively impacted ( as further described the Company’s April
27, 2020 news release).
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 oth erwise, 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 securities in the United States of America. The securiti es
have not been and will not be registered un der 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. Securi ties Act and applicable state securities laws, or an exemption from
such registration is available.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this news release.