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Published on 5/26/2011 in the Prospect News PIPE Daily.

Rogue Resources to sell C$3 million of units, flow-through units

Private placement's 15% greenshoe may lift proceeds to C$3.45 million

By Marisa Wong

Madison, Wis., May 26 - Rogue Resources Inc. announced it will raise C$3 million through a private placement on a best-efforts basis of units and flow-through units.

Jennings Capital Inc. is the agent for the private placement.

The units are priced at C$0.25 each, and the flow-through units are priced at C$0.33 each. The price per unit represents a 21.88% discount to the May 25 closing share price of C$0.32, and the price per flow-through unit represents a 3.13% premium.

Each unit will consist of one common share and one half of a non-transferable common share purchase warrant. Each flow-through unit will consist of one flow-through common share and one half of a warrant.

Each whole warrant, whether acquired as part of a unit or flow-through unit, will entitle the holder to purchase one common share at an exercise price of C$0.37 for 24 months. The strike price represents a 15.63% premium to the May 25 closing share price.

The company said that the number of flow-through units may not exceed 40% of the total number of units and flow-through units sold in the offering.

There is a greenshoe for a number of additional units equal to 15% of the total number of units and flow-through units offered. If the option is exercised in full, gross proceeds from the placement will be C$3.45 million. The maximum number of units that may be sold in the offering, assuming full exercise of the over-allotment option, is 13.8 million units.

Proceeds will be used to fund exploration expenditures on the company's Canadian mineral projects, for expenditures on the company's Radio Hill iron ore property and for general working capital.

The offering is scheduled to close on June 16.

Rogue is a Vancouver, B.C.-based advanced-stage mineral exploration company.

Issuer:Rogue Resources Inc.
Issue:Units of one common share and one half-share warrant, flow-through units of one flow-through common share and one half-share warrant
Amount:C$3 million
Greenshoe:For additional C$450,000
Agent:Jennings Capital Inc.
Settlement date:June 16
Stock symbol:TSX Venture: RRS
Stock priceC$0.32 at close May 25
Market capitalization:C$6.56 million
Units
Price:C$0.25
Units:At least 60% of total number of units, flow-through units offered
Warrants:One half of a warrant per unit
Warrant expiration:24 months
Warrant strike price:C$0.37
Flow-through units
Price:C$0.33
Units:Up to 40% of total number of units, flow-through units offered
Warrants:One half of a warrant per unit
Warrant expiration:24 months
Warrant strike price:C$0.37

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