-- TRANSACTION COMPLETED ON MARCH 8, 2013; RAPIER GOLD INC. ("RAPIER") SHARES LISTED ON TSX VENTURE EXCHANGE UNDER SYMBOL 'RPR' TO FREE TRADE TUESDAY, MARCH 12, 2013-- AURICO GOLD INC. ("AURICO") PARTICIPATES IN THE AMOUNT OF $1.41M FOR A 19.9% STAKE IN RAPIER-- AURICO AND RAPIER HAVE FORMED A TECHNICAL ALLIANCE TO EXPLORE THE PEN GOLD PROJECT, AND AURICO HAS THE RIGHT TO MAINTAIN ITS 19.9% INTEREST THROUGH FUTURE FINANCINGS-- FUNDS RAISED FOR RAPIER SPINOUT, INCLUDING SEED FINANCING AND FT FINANCING IN 2012, TOTAL $3.4 MILLION
Rogue Iron Ore Corp. (TSX VENTURE: RRS) (the "Company", "Rogue") is pleased to announce its spin-out company, Rapier Gold Inc. (TSX VENTURE: RPR) ("Rapier"), has completed two private placements in the amount of $1,153,245 as well as secured AuRico Gold Inc. as a technical partner with a private placement of $1,410,000 (collectively, the "Private Placements"). The private placements consist of units of common shares at a price of $0.30 per unit with a warrant priced at 50 cents. The completion of the private placement is one of the final steps prior to Rapier shares becoming free trading whereby Rogue shareholders will receive Rapier shares on a 4.49:1 ratio. Rapier is now a fully listed TSX Venture Company with the symbol RPR and will begin free trading Tuesday, March 12, 2013.
The proceeds of the Private Placements will be primarily used to make the cash payment to Rio Tinto Plc. ("Rio Tinto") as consideration for the acquisition of two subsidiaries which contain the Pen North Gold Project. Rapier's Pen Gold property comprises a consolidated land package of Rio Tinto's and Rogue's properties. The Pen Gold property is situated along a prolific gold belt that straddles the Porcupine-Destor Fault, a large geological structure responsible for some of the largest gold mines and highest gold production in the world. Rapier will commence drilling on the Pen North Gold Project in the area of the gold discovery by Rio Tinto.
Rogue's President and CEO, Freeman Smith, comments, "The completion of the Private Placements is significant to the Company as it is one of the most important and final aspects of the Plan of Arrangement, which has allowed Rapier to become listed on the TSX Venture Exchange." He continues, "This transaction has given Rogue shareholders exposure to gold focused exploration company which has a very large and significant land position, without taking away from the Company's focus or primary assets. Our objective is to continue to look at creative ways to monetize and joint venture other Rogue assets and we expect to have further updates for investors on other fronts we are working on."
Through the Private Placements, the Company raised aggregate gross proceeds of $2,563,245 from the sale of 2,094,700 flow-through subscription receipts ("FT Units") at a price of $0.35 per FT Unit, and 6,100,333 non-flow-through subscription receipts ("NFT Units") at a price of $0.30 per NFT Unit (collectively, the "Offering") for a total of 8,195,033 units. Each one of the FT Units and NFT Units include one-half of one share purchase warrant ("Warrant"). Each whole Warrant entitles the subscriber, upon exercise, to purchase one common share in the capital of Rapier at a price of $0.50 for two years commencing March 8, 2013, the date Rapier was listed on the TSX Venture Exchange (the "Warrant Expiry Date"). A total of 4,097,517 Warrants were issued in respect of this transaction.