Rogue Iron Ore Shareholders Approve Gold Spin-Out Transaction
VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 02/27/13 -- Rogue Iron
Ore Corp. (TSX VENTURE:RRS) (the "Company" or "Rogue") held its
Special Meeting ("SM") on February 22, 2013 to obtain security holder
approval of the amended proposed spin-out of the Company's
wholly-owned subsidiary, Rapier Gold Inc. ("Rapier"), following the
Annual General and Special meeting held December 10, 2012. The
shareholder vote held at the SM for the Plan of Arrangement ("PoA")
spin-out was approved by 99.7% of the voting security holders and BC
Supreme Court approval was given on February 26, 2013.
"Good projects find a way to get financed and the Pen Gold property,
we believe, is an exceptional project with promising potential.
Rapier's partnership with the senior, producing company AuRico Gold
("AuRico") is a testament to the Project's geological potential and
we are looking forward to commencing the first drill program to
properly test this system," stated Freeman Smith, President & CEO.
Rapier has combined Rogue's Timmins West ("Pen Gold South") property
with the adjacent Rio Tinto property ("Pen Gold North"). In 1998, Rio
Tinto discovered gold on the Pen Gold North property but did not
explore further as gold prices at the time were around $300 per
ounce. In 2008 this discovery was revisited by Rio Tinto, and seven
shallow (less than 150m) drill holes were drilled. Visible gold was
noted in several of these holes in quartz carbonate veins.
Upon closing of this transaction, Rapier has proposed a 5,500 meter
drill program that will, for the first time, test the continuity of
the gold system between previous intersections as well as its
potential at depth. This discovery is significant as the Timmins camp
is one of the most prolific gold belts in the world with numerous
multi-million ounce deposits being mined over the last 100 years.
More recent discoveries in this camp have been found by simply
drilling below old inactive mines, a fact that speaks well for the
untested potential on Rapier's package.
Under the PoA Rogue assigned the rights to explore for gold on its
Pen Gold South property to Rapier in exchange for Rapier shares.
Under the spin-out transaction, Rogue is implementing a plan of
arrangement in which all of its 11 million Rapier shares will be
distributed to Rogue shareholders on the basis of one share of Rapier
for every 4.49 shares of Rogue (amended from 4.04).
Rapier anticipates closing its current financing next week and the
Company will provide an update to investors accordingly. The
transaction has received conditional TSX approval and the Company
will seek final approval upon closing. As part of the present
financing Rapier has formed a strategic alliance with AuRico Gold
Inc. AuRico has committed to investing a minimum of $1.25 million in
Rapier at $0.30 per unit, each unit comprising one share and one-half
warrant exercisable within two years at $0.50 per share. Further
details can be found in Rogue's press release dated January 23, 2013,
Rapier has commenced the first stage of exploration on the Pen Gold
property, 4 kilometers west-southwest of historical drilling. This
work included preliminary mapping, overburden stripping of
prospective geology and subsequent channel sampling. The surface work
is the foundation to a staged exploration program designed to assist
in assembling a more global picture of this area, its mineralization
potential, and ultimately, narrow down targets for diamond drilling.
Rapier intends to commence a diamond drill program to test the best
targets resulting from this preliminary geological work in early
About AuRico Gold Inc.
AuRico is a leading Canadian gold producer with mines and projects in
North America with solid production growth and exceptional potential.
Their project pipeline also includes advanced development
opportunities in Canada and Mexico. As of today they have a market
capitalization of roughly $1.7 billion and currently operate 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.
About Rogue Iron Ore Corp.
Rogue Iron Ore Corp. is an exploration and development company with
offices in Vancouver, BC and Timmins, ON. Rogue's flagship asset, the
Radio Hill iron ore project, is unlike most other iron plays as it
has exceptional infrastructure, including a highway, power, water,
nearby natural gas and active railway siding providing access to the
CN Rail mainline on site. The project is competitively positioned to
access North American markets as well as overseas markets. The
Company is currently conducting metallurgical studies on the Radio
Hill drill hole core samples to assess the composition of the
potential product that might be generated from the project.
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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