Rogue Resources Announces Non-Brokered Private Placements of Flow-Through Shares and Units
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October 24, 2017 TSX-V: RRS
NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA OR TO US WIRE SERVICES
Rogue Resources Announces Non-Brokered Private Placements
of Flow-Through Shares and Units
VANCOUVER, B.C. – Rogue Resources Inc. (TSX-V: RRS) (“Rogue” or the “Company”) is pleased to announce that it has
agreed to issue and sell 1,818,182 flow -through common shares (“FT Shares”) of the Company to one or more disclosed
principals at a price of $0.22 per FT Share for aggregate gross proceeds of $400,000 (the “FT Offering”). The Company is
also pleased to announce that it intends to issue and sell up to 2,2 22,222 non -flow through units of the Company
(“Units”) at a price of $0.18 per Unit for aggregate gross proceeds of $400,000 (the “Unit Offering” and, together with
the FT Offering, the “Offerings”). Each Unit will consist of one common share (each, a “Uni t 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 $0.25 until November 2, 2018.
The Offerings are subject to regulatory approval, in cluding the approval of the TSX Venture Exchange (the “TSXV”).
Closing of the Unit Offering is subject to closing of the FT Offering for minimum gross proceeds of $400,000 and closing
of the Unit Offering is subject to closing of the FT Offering for minimu m gross proceeds of $400,000. Closing of the
Offerings is scheduled to occur on or about November 2, 2017. The proceeds from the FT Offering will be used for
Canadian Exploration Expenses, as defined in the Income Tax Act (Canada). The proceeds of the Unit Offering will be
used for project acquisition expenses and general corporate purposes.
The FT Shares and Units will be offered by way of private placement in each of British Columbia, Alberta, Ontario and
such other jurisdictions as the Corporation may de termine. The common shares issued in connection with the Private
Placement will be subject to a statutory hold period of four months plus one day from the date of completion of the
Private Placement, in accordance with applicable securities legislation. Th e Private Placement will be exempt from
prospectus and registration requirements of applicable securities laws.
The Company may pay finders' fees of up to 7% of the gross proceeds raised under the Offerings and will also issue non -
transferable warrants in an amount up to 7% of the total number of FT Shares and Units sold under the Offerings, in
accordance with securities laws and the policies of the TSXV.
About Rogue Resources Inc.
Rogue is a mining company focused on generating positive cash flow. Not tie d 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 a cquisition 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 assets that meet its criteria. For more i nformation
visit www.rogueresources.ca.
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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Qualified Person
The Company’s Exploration Projects are under the direct supervision of Paul Davis, P.Geo.(OGQ), 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
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Ven ture
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 anticipates or expects may, or will occur in the future (in whole or in part) should be
considered forward-looking statements. In so me cases, forward -looking statements can be identified by the use of the
words “will”, “intend” and similar expressions.
In particular, but without limiting the foregoing, this news release contains forward-looking statements pertaining to the
following: t he Offerings; the Units; the timing of closing of the Offerings; the use of proceeds from the Offerings;
jurisdictions where the Offerings will be made; finder’s fees; and prospectus and registration exemptions.
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 dev elopment 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 th e 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
Offerings 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 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.
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The forward -looking statements contained in this news release are made as of the date hereof and the Company
undertakes no obligations to update publicl y 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 an y of the 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 U nited 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.