Rogue Limestone Acquisition Update: Potential Buyers Now Confirm Intent for 80% of the Permitted Production, Call Recording Posted and Additional Private Placement Details plus Nickel Price Increases
1
September 3, 2019 TSX-V: RRS
NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA OR TO US WIRE SERVICES
Rogue Limestone Acquisition Update: Potential Buyers Now Confirm
Intent for 80% of the Permitted Production, Call Recording Posted and
Additional Private Placement Details plus Nickel Price Increases
• Rogue has now received signed Intent to Purchase Agreements from 8 large buyers for ~32,000 tonnes per year
• Permitted production is 40,000 tonnes of limestone per year from its Orillia and Bobcaygeon quarries
• Well-attended investor call held on Thursday, August 29th
• Full recording of the presentation and investor questions and answers is available on www.rogueresources.ca
• Nickel has broken through C$10.50/lb, bringing increased interest in Langmuir’s 14.8M lbs Indicated Resource
TORONTO, ON – Rogue Resources Inc. (TSX-V: RRS) (“Rogue” or the “Company”) is pleased to announce that subsequent
to its press release dated August 2 6, 2019, the Company has received another signed Intent to Purchase Agreement,
bringing the new total to 80% of the Permitted Production from the two quarries.
Also, the Company held its eighth Investor Update call on August 29, 2019, which included a thorough presentation from
Management followed by close to 30 minutes answering questions. The full audio recording is now available on the
Company’s website.
Although not discussed directly on the call, the trajectory of the trading in Nickel has been hard to miss, with a price
increase of approximately 63% over the past 60 days to approximately C$10.80/lb. This seems to be a developing positive
trend for the value of Rogue Timmins ’ Langmuir Project which has 14.8M lbs Nickel Indicated Resource, at 1% Ni as
reported in the Mineral Resource Evaluation, Langmuir W4 Project, Ontario, Canada, prepared by SRK Consulting (Canada)
Inc., dated June 28, 2010 and available on the Company’s website at www.rogueresources.ca, on a 13.8K hectares
property located 7km from a processing mill.
Institute of Mining, Metallurgy and Petroleum (“CIM”) Guidelines
The Speiran and Johnston Farm Quarries are both industrial mineral projects, similar to Rogue’s quartz projects, and Rogue
follows CIM Best Practice Guidelines for Industrial Minerals which are intended to assist the Qualified Person(s) (QP) in
the planning, supervision, preparation, and reporting of Mineral Resource and Mineral Reserve (see CIM Industrial
Minerals online at https://mrmr.cim.org/en/best-practices/estimation-of-mineral-resources-mineral-reserves/). The
Reader is cautioned that neither the Speiran or Johnston Farm Quarries have Mineral Resources or Mineral Reserves.
These Guidelines state that: “some industrial mineral ventures are relatively simple operations with low levels of
investment and risk, where the operating entity has determined that a formal pre -feasibility or feasibility study in
conformance with NI 43-101 and 43-101 CP is not required for a production decision”. The guideline further advises that:
“where production has not yet commenced, there should be evidence of market and economic analyses consistent with
sound judgement reflecting the spirit and intent of the requirements of NI 43-101 and 43-101 CP”. The Reader is cautioned
that the Company’s production decisions will not be based upon a formal pre-feasibility or feasibility study, which may be
44 Victoria Street, Suite 1612
Toronto, ON M5C 1Y2 CANADA
Toll Free: 1-888-764-1981,
Direct: +1-647-243-6581
2
considered a risk factor, but the Reader should be aware that the Speiran Quarry has demonstrated eco nomic viability
through current profitable operations and the Johnston Farm Quarry has demonstrated economic viability from historical
operations, however the Company cautions that there is no guarantee/certainty that the Company’s planned operations
will be economically viable.
Additional Private Placement Details
The Company is pleased to announce that, further to its press release dated August 12, 2019 (the “Prior Release”), its Unit
Offering (as defined below) will be conducted pursuant to, in part, the Existing Security Holder Exemption, as applicable,
and by way of private placement in each of British Columbia, Alberta, Ontario and such other jurisdictions as the
Corporation may determine pursuant to other available prospectus exemptions.
Rogue plans to issue up to 8,000,000 units of the Company (“Units”) , of which up to 1,500,000 Units are proposed to be
distributed pursuant to the Existing Security Holder Exemption (the “Existing Holder Units”), at a price of $0.10 per Unit
for aggregate gro ss proceeds of up to $ 800,000 (the “Unit Offering”). In the event of an oversubscription, the Existing
Holder Units will be allocated on a pro rata basis calculated based on the number of Units subscribed for by eligible existing
security holders as of August 9, 2019.
As outlined in the Prior Release, e ach Unit will consist of one common share of Rogue (each, a “Unit Share”) and one
common share purchase warrant (each, a “Warrant”) entitling the holder thereof to purchase one common share (each,
a “Warrant Share”) at an exercise price of $0.20 until one year from the date of closing of the Unit Offering. Subject to
TSXV approval, the Company reserves the right to increase the size of the Unit Offering or to modify the timing of the Unit
Offering or the type, nature and/or price of the units for any reason.
All Warrants issued in the Unit Offering will contain an accelerator clause (the “Accelerator Clause”) whereby, if at any
time the trading price of Rogue’s common shares exceeds $0.24 for a period of ten consecutive trading days, the Company
may provide notice to the holders of the Warrants that such warrants will expire 30 days after the date of the notice.
The Unit Offering is subject to regulatory approval, including the approval of the TSXV. Closing of t he Unit Offering is
expected to occur on or about September 13, 2019. The proceeds of the Unit Offering will be used to help fund the
limestone acquisitions, as more particularly described in the Prior Release, and for general corporate purposes.
The common shares issued in connection with the Unit Offering will be subject to a statutory hold period of four months
plus one day from the date of completion of the Unit Offering, in accordance with applicable securities legislation.
In certain instances, the Co mpany may pay finder’s fees (“Finder’s Fees”) to eligible persons (“Finders”) on a portion of
the Unit Offering, consisting of a cash payment equal to 7% of gross proceeds raised from applicable subscriptions for
Units and the Company may issue non-transferable finder’s warrants (“Finder’s Warrants”) in an amount up to 7% of the
gross proceeds raised from applicable subscriptions. Each Finder’s Warrant will entitle the holder to acquire one additional
common share of Rogue (each, a “Finder’s Warrant Share”) at a price of $0.20 until September 13, 2021. The Finder’s
Warrants will be subject to the Accelerator Clause. The payment of the Finder’s Fees and issuance of Finder’s Warrants is
subject to applicable regulatory and TSXV approval.
“Existing Security Holder Exemption” means the exemption from the prospectus requirement set out in: section 3 of ASC
Rule 45-516 – Prospectus Exemptions for Retail Investors and Existing Security Holders; BC Instrument 45-534 – Exemption
from Prospectus Requirement for Certain Trades to Existing Security Holders; Manitoba Blanket Order 45-501 – Exemption
from Prospectus Requirement for Certain Trades to Existing Security Holders ; New Brunswick Blanket Order 45 -505 –
Prospectus Exemption for Distribution to Existing Security Holders; Nova Scotia Blanket Order No. 45 -525 – Prospectus
Exemption For Certain Trades To Existing Security Holders ; section 2.9 of OSC Rule 45 -501 – Ontario Prospectus and
Registration Exemptions; Québec Regulation 45-513 – Prospectus Exemption for Distribution to Existing Security Holders;
3
Prince Edward Island Blanket Order 45 -511 – Exemption from Prospectus Requirement for Certain Trades to Existing
Security Holders; Newfoundland and Labrador Blanket Order 88 – Exemption from the Prospectus Requirement for Certain
Trades to Existing Security Holders ; Saskatchewan General Ruling/Order 45 -926 – Exemption from Prospectus
Requirement for Certain Trades to Existing Security Holders; and Yukon Superintendent’s Order 2014/05 – Exemption from
Prospectus Requirement for Certain Trades to Existing Security Holders.
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 good grade deposits that can withstand all stages of the commodity price cycle. The Company remains focused on
advancing its silica/quartz business with the Snow White Project in Ontario and the Silicon Ridge Project i n Quebec,
exploring its other assets, including the gold potential at Radio Hill and nickel potential at Langmuir, and identifying
additional projects or mines that meet its criteria of “Grade, Stage and Jurisdiction”.
Qualified Person
The scientific and t echnical information provided in this press release has been reviewed and approved by Paul Davis,
P.Geo., Vice-President Technical of the Company. whom is a Qualified Person (“QP”) as defined by NI 43-101.
For more information about the Company, please visit www.rogueresources.ca.
For additional information regarding this news release please contact:
Sean Samson
+1 647 243 6581
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.
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 “expects”, “plans”, “anticipates”, “believes”, “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 Units, the Unit Offering,
the Warrants, the Wa rrant Shares, the Finder’s Warrants, the Finder’s Shares; the expected date of closing of the Unit
Offering; the expected use of proceeds from the Unit Offering. 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; exploration
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 and regulatory approvals;
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 f actors, expectations and assumptions will prove to
be correct. The forward -looking statements included in this news release are not guarantees of future performance and
4
should not be unduly relied upon. Such forward -looking statements involve known and unk nown 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 Unit Offering may not be
completed in the timelines anticipated, in the manner anticipated or at all; the required regulatory approval for the Unit
Offering and related transaction (as more particularly described in the Prior Release), including the approval of th e TSXV,
may not be obtained; the Company’s properties may not have the results currently anticipated by the Company; the
Company may be unable to resolve geological, mechanical, regulatory 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 the commodity prices; fluctuation in
foreign exchange rates and interest rates; stock 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 Compa ny
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 securities in the United 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.