Rogue Stone Update: Closing On New $1.8M Debt Financing
March 5, 2020 TSX-V: RRS
NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA OR TO US WIRE SERVICES
Rogue Stone Update: Closing On New $1.8M Debt Financing
• Closing on $1.8M of new Debt Financing arranged with a leading Canadian, non-bank lender.
• Debt Financing to fund the Orillia Purchase Price and close out the inherited second mortgage on Bobcaygeon.
TORONTO, ON – Rogue Resources Inc. (TSX-V: RRS) (“Rogue” or the “Company”) is pleased to announce it has closed on
its previously announced $1.8M of new Debt F inancing (see press release dated February 25, 2020) and is now on track
to acquire 100% of the Speiran Quarry (east of Orillia, On tario), also referred to as “Orillia Quarry”. This acquisition will
be Rogue’s second operating quarry in its Limestone business, referred to as “Rogue Stone”.
Rogue closed on the debt financing with a leading Canadian, non-bank lender (the “Credit Group”) for a $1.8M term loan
(the “New Term Facility”), to be secured against Orillia and the Company’s remaining assets. The New Term Facility has a
12 month term, extendable to 18 months, with interest-only payments until the principal is due in full at maturity and is
subject to an existing general security agreement with the Credit Group. The New Term Facility carries an interest rate
equal to the higher of prime plus 8.05% or 12%. In addition, Rogue has issued the Credit Group 2,250,000 bonus shares,
equal to 10% of the New Term Facility pending the TSX Venture Exchange’s (“TSXV”) approval. Rogue immediately drew
the full $1.8M loan amount.
Part of the New Term Facility will facilitate Rogue’s acquisition of the Orillia Quarry (see further detail in the November
21, 2019 news release). Rogue Stone intends to begin production and initiate sales from the Orillia Quarry later this
month.
“Between this project debt and the lending from a leading Equipment Finance Group, that we announced yesterday (see
press release dated March 4, 2020), Rogue Stone has completed large pieces of the financing required to begin making
Rogue Stone a predictable and profitable business”, said Sean Samson, President and CEO of Rogue. “ This lets us acquire
the Orillia Quarry through less dilutive means and, with the Cat fleet, begin to equip and staff both quarries appropriately.”
Rogue comment regarding “Companion Policy 43-101CP, 4.2(6) – Production Decision”
The work completed on both the Bobcaygeon and Orillia Quarries is, at this stage, preliminary in nature and the limited
drill data and exploration work are too speculative geologically to have economic considerations applied to them that
would enable them to be categorized even as Mineral Resources. Rogue does not intend to complete a Pre -feasibility or
Feasibility Study of Mineral Reserves demonstrating economic and technical viability before a decision to proceed with
further investment into either quarry . Projects that are based on a production decision without a feasibility study of
mineral reserves demonstrating economic and technical feasibility have increased uncertainty and economic and technical
risks of failure associated with its production decisi on. This potential decision would be based on past production
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performance (and readers are warned that previous results are not an indication of future results), the results of
negotiated cost estimates as well as the securing of supply contracts for the limestone products from either quarry. Among
the risks associated with the quarries and with any development decision to proceed into further production and/or
restarting production for next season is the possibility that the quarry will not be economically or technically viable and/or
that development timetables, cost estimates and production forecasts may not be realized.
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; 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.
Rogue is always searching for projects or mines that meet its criteria of "Grade, Stage and Jurisdiction".
For more information visit www.rogueresources.ca.
Qualified Person
These projects will be under the direct supervision of Paul Davis, P.Geo., VP, Technical and Director of the Company and
a Qualified Person (“QP”) as defined by National Instrument 43 -101. The QP has approved the scientific and technical
content of this release
For additional information regarding this news release please contact:
Sean Samson
+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 availa ble 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, id entified by
the words “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 increasing demand for Armour; the continued evolution of the product mix; the future purchase volumes
and pricing of the Preferred Partners; finalization of purchase orders; meeting remaining Ministry regulatory requirements
at Bobcaygeon Quarry; closing of the acquisition of the Orillia Quarry; operations and sales from the Bobcaygeon and
Orillia Quarries.
The forward -looking statements contained in this news release reflect several material factors and ex pectations 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 and regulation); currency
fluctuations; 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, 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.
If the closing of the Orillia Quarry acquisition does not occur for any reason including the receipt of applicable regulatory
approvals, or if revenues and/or profitability from the Bobcaygeon or Orillia Quarries are not sufficient, then there is a
specific risk that the market price of the Company’s securities will be negatively impacted.
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 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.
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.