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, here: http://www.rogueiron.com/s/news.asp?ReportID=567232.
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