Rogue Iron Ore Corp. Announces Formation of Strategic Alliance With
AuRico Gold Inc. and Update on Rapier Gold Inc. Spin-Out
VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 01/23/13 -- Rogue Iron
Ore Corp. (TSX VENTURE:RRS) ("Rogue") plans to hold a Special Meeting
of shareholders on Friday, February 22, 2013 in order to obtain
securityholder approval for an amended Plan of Arrangement to spin
out its interest in Rapier Gold Inc. ("Rapier") on a one for 4.49
ratio and complete an equity financing of up to $4.5 million.
February 23, 2013 (the day after the Special Meeting date), is the
last day Rogue shareholders will eligible to receive Rapier shares.
STRATEGIC ALLIANCE WITH AURICO GOLD INC. ("AuRico"):
-- Rapier and AuRico (TSX:AUQ)(NYSE:AUQ) (www.auricogold.com) have agreed
to form a strategic relationship concurrent with the completion of the
spin-out transaction whereby AuRico will, subject to certain terms and
-- invest a minimum of $1,250,000 in Rapier at $0.30 per unit, with
each unit comprising one share and one-half warrant exercisable
within two years at $0.50 per share;
-- have rights in respect of the conduct of Rapier's business as
-- the right to appoint a member to Rapier's technical committee;
-- a right to maintain its proportionate interest in Rapier in
connection with any financing transaction conducted by Rapier,
unless AuRico's shareholding falls below 5%; and
-- a right of first refusal in respect of any joint venture
interest covering the Pen Gold Property for a period of 12
months following Rapier's listing, and indefinitely thereafter
so long as AuRico maintains an equity interest in Rapier of no
less than 19%.
-- Based on completion of AuRico's subscription and the maximum amount
contemplated in the brokered financing, AuRico would own approx. 17%
(approx. 19% fully diluted) of Rapier after its public listing.
-- For a period of one year from the public listing of Rapier, AuRico
will be prohibited from acquiring in excess of 19.9% of the issued
are capital of Rapier.
-- AuRico, with a market capitalization of $2.2 billion, operates the
"Young Davidson gold mine" approximately 100 km southeast of Rapier's
Pen Gold Property, as well as the "El Chanate gold mine" in Mexico.
UPDATE ON SPINOUT:
-- At the Annual General & Special Meeting on December 10, 2012, 99.74% of
the voting securityholders voted in favor of the original Plan of
Arrangement to spin-out Rapier, but the Plan of Arrangement was not
-- Rogue and Rapier have entered into a new Arrangement Agreement to
implement an updated Plan of Arrangement. The principal changes to the
Plan of Arrangement are: (i) removal of the minimum financing
requirement (although Rapier intends to raise between $3.0 million and
$4.5 million as part of the transaction); and (ii) a change in the ratio
of Rapier shares distributed to each Rogue shareholder (and comparable
treatment to holders of warrants and options) from one Rapier share for
each 4.04 Rogue shares to one Rapier share for each 4.49 Rogue shares.
The change takes into account 4,945,454 shares and 2,472,727 warrants
issued by Rogue in a private placement which completed in December 2012.
-- Rapier's agreement with Rio Tinto plc, to acquire Nat River, as part of
the transaction has been amended to reflect an extension to February 28,
2013 and a minimum financing commitment by Rapier of $3.0 million.
-- Rapier has amended its Engagement Letter with Jennings Capital Inc. to
reflect the non-brokered investment by AuRico, and Jenning's mandate
will be to raise between $1.75 million and $3.0 million.
-- Holders of Rogue shares as at February 23, 2013 will be eligible for
spin-out shares of Rapier.
"The strategic alliance with AuRico, combined with the unanimous
support from Rogue's shareholders, at the previous meeting,
represents a very significant contribution towards the successful
formation of Rapier to aggressively explore the Pen Gold Property,"
stated Freeman Smith, President & CEO.
ON BEHALF OF THE BOARD OF DIRECTORS
Freeman Smith, President & CEO
Follow Rogue Iron Ore Corp. On:
Cautionary Note Regarding Forward-Looking Statements: Certain
disclosure in this release constitutes forward-looking statements,
including in particular disclosure regarding a revised transaction
structure for the spin-out, the ability to settle a revised financing
condition with Rio Tinto and completion of a relevant financing to
meet any updated financing condition. In making the forward-looking
statements in this release, the Company has applied certain factors
and assumptions that are based on the Company's current beliefs as
well as assumptions made by and information currently available to
the Company. Although the Company considers these assumptions to be
reasonable based on information currently available to it, they may
prove to be incorrect, and the forward-looking statements in this
release are subject to numerous risks, uncertainties and other
factors that may cause future results to differ materially from those
expressed or implied in such forward-looking statements. Such risk
factors include, among others, those set out in the Company's MD&A
and other periodic filings. Readers are cautioned not to place undue
reliance on forward-looking statements. The Company does not intend,
and expressly disclaims any intention or obligation to, update or
revise any forward-looking statements whether as a result of new
information, future events or otherwise, except as required by law.
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
Rogue Iron Ore Corp.
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