Rogue Posts the Recording of Wednesday’s Conference Call and reports TSXV approval of Private Placement Closing Extension
1
August 9, 2018 TSX-V: RRS
NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA OR TO US WIRE SERVICES
Rogue Posts the Recording of Wednesday’s Conference Call and reports
TSXV approval of Private Placement Closing Extension
• Well-attended investor call held on Wednesday, August 8th
• Full recording of the presentation and investor questions and answers is available on www.rogueresources.ca
• TSX Venture Exchange approval of private placement closing extension
TORONTO, ON – Rogue Resources Inc. (TSX -V: RRS) (“Rogue” or the “Company”) held its sixth Investor Update call
yesterday, 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.
The Company is also pleased to report that the TSX Venture Exchange (the “TSXV”) has granted the Company an extension
to September 5, 2018 for closing its previously announced private placement, consisting of the planned issue and sale up
to 1,818,182 units of the Company (“Units”) at a price of $0.22 per Unit for aggregate gross proceeds of $400,000 (the
“Unit Offering”) and up to 333,333 flow -through units of the Company (“FT Units”) at a price of $0.30 per FT Unit for
aggregate gross proceeds of $100,000 (the “FT Unit Offering” and together with the Unit Offering, the “Private
Placement”).
Each Unit will c onsist of one common share of Rogue 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 $0.30 until
July 25, 2020. Each FT Unit will consist of one flow-through common share of Rogue (each, a “FT Share”) and one-half of
one common share purchase warrant (each, a “FT Warrant”) entitling the holder thereof to purchase one common share
at an exercise price of $0.35 until July 25, 2020.
All Warrants and FT Warrants issued in the Private Placement will contain an accelerator clause whereby, if at any time
after July 25, 2019, and prior to the expiry of the Warrants or FT Warrants, the trading price of Rogue’s common shares
exceeds $0.40 for a period o f ten consecutive trading days, the Company may provide notice to the holders of the
Warrants and FT Warrants that such warrants will expire 30 days after the date of the notice.
The Private Placement is subject to regulatory approval, including the appro val of the TSXV. Closing of the Private
Placement is expected to occur on or about August 31, 2018. The proceeds of the Unit Offering will be used for general
corporate purposes. The proceeds from the FT Unit Offering will be used for Canadian Exploration Expenses, as defined in
the Income Tax Act (Canada).
For more information on the Private Placement, please see the Company’s news release dated June 25, 2018.
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
44 Victoria Street, Suite 1612
Toronto, ON M5C 1Y2 CANADA
Toll Free: 1-888-764-1981,
Direct: +1-647-243-6581
2
advancing its silica/ quartz business with the Snow White Project in Ontario and the Silicon Ridge Project in 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.
For more information visit www.rogueresources.ca.
For additional information regarding this news release please contact:
Sean Samson
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”, “intends”, “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 Private Placement; the Units, FT Units, Warrants and FT Warrants; the expected date of closing of the Private
Placement; and the expected use of proceeds from each of the Unit Offering and the FT 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; 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 p erformance 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 technical reports which
may not be completed in the timelines anticipated, in the manner anticipated or at all; 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; f luctuation 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, an d 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.
3
This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United Stat es
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.