Rogue Iron Ore Corp. Announces Update on Rapier Gold Spin-Out Transaction
December 14 2012 - 1:57PM
Marketwired Canada
Rogue Iron Ore Corp. (TSX VENTURE:RRS) (the "Company" or "Rogue") held its
Annual General and Special Meeting ("AGSM") on December 10, 2012. The purpose of
the AGSM included obtaining securityholder approval of a proposed spin-out of
Rapier Gold Inc. Rapier's intention is to combine Rogue's Timmins West (Pen Gold
South) property with Rio Tinto's adjacent Pen Gold North property where a recent
gold discovery was made, creating a significant land package along the
Porcupine-Destor Fault, 75 km west of Timmins, Ontario. 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 are to be
distributed to Rogue shareholders on the basis of one share of Rapier for every
4.04 shares of Rogue. The securityholder vote held at the AGSM for the Plan of
Arrangement spin-out was approved by 99.74% of the voting securityholders.
Due to market conditions and a tight financing timeline, Rapier was unable to
meet the entire $4M financing requirement within the timeframe outlined in the
Plan of Arrangement and the purchase agreement with Rio Tinto. Upon review by
the Supreme Court of BC the court has advised that the Company will need to take
this proposal back to the securityholders if changes to the agreement are
contemplated. Rapier is working with Rio Tinto to revise the financing terms to
reflect prevailing market conditions and remains confident it will be able to
complete a financing early in the New Year.
Rogue securityholders will be required to vote their shares again following
dissemination of an addendum circular that provides updated information
regarding the transaction. The Company plans to complete a revised transaction
structure in January 2013 which will include among other updates, a revised
financing arrangement with Rio Tinto and the effective date of eligibility of
Rogue shareholders entitled to receive Rapier shares.
"The need to adjust the financing conditions, delaying the release of Rapier
shares to the Rogue shareholders, is unfortunate, but understandable, given
current market conditions. Although Rapier was unable to meet the full $4M
requirement in the short timeframe proposed, Rogue is confident, due to the
existing level of interest in the financing and in light of ongoing discussions
with Rio Tinto, that the transaction will move ahead early in the New Year. We
believe the Pen Gold property has considerable exploration potential for gold
and believe shareholder value will be enhanced by Rapier's proposed plans for
the combined property," stated Freeman Smith, President & CEO.
RAPIER EXPLORATION
Rapier has commenced the first stage of the first phase of exploration on the
Pen Gold property, 4 km 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 embark on a diamond drill program to test
the best targets resulting from this preliminary geological work.
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:
Facebook: http://www.facebook.com/rogueiron
Twitter: http://twitter.com/rogueiron
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, s.
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.
FOR FURTHER INFORMATION PLEASE CONTACT:
Rogue Iron Ore Corp.
Mike McCormick
Corporate Communications
(604) 638-1157
mike@rogueiron.com
www.rogueiron.com
Rogue Resources (TSXV:RRS)
Historical Stock Chart
From Nov 2024 to Dec 2024
Rogue Resources (TSXV:RRS)
Historical Stock Chart
From Dec 2023 to Dec 2024