January 2013 PowerPoint Presentation
The spinout transaction was completed by Rogue and Rapier on February 28, 2013.
Rapier subsequently listed on the TSX-Venture Exchange and is trading under the symbol RPR.
Official Rapier Gold Inc. Website
Rapier Gold Inc. is a gold focused mineral exploration company holding land claim option agreements with Rio Tinto plc and Rogue Iron Ore Corp. in the historic gold producing region of Timmins, Ontario, Canada. Currently Rapier Gold is a wholly owned subsidiary of Rogue Iron Ore and will soon be spun-out to become independent of Rogue Iron Ore and plans to list on the Toronto Venture stock exchange.
Subsequent to the spin out, Rapier will hold one of the largest underexplored gold properties, totaling over 16,000 ha in one of the world's most favourable mining districts and famous gold producing region, known to have produced in excess of 90,000,000 oz of gold to date.
The shares will be spun out on a 4.49 to 1 ratio -- meaning that for every 4.49 shares held in Rogue, 1 share of Rapier will be granted in addition to Rogue shareholding. February 23, 2013 (the day after the announced Special Meeting date) is the last day Rogue shareholders will be eligible to receive Rapier shares.
Rogue announced on January 23, 2013 the formation of a strategic alliance between Rapier Gold and gold producer AuRico Gold Inc. (TSX: AUQ, NYSE: AUQ), a company valued at $2.2-billion market capitalization, whereby AuRico has commited to investing a minimum of $1.25-million in Rapier. Further details of this press release can be found in the news section of this website, here: Rogue Iron Ore Corp. - News
In 2011, Rio Tinto offered Rogue the opportunity to acquire its adjacent gold property ("Pen North") to the north of Rogue's Timmins West gold property ("Pen South"). The occurrence of visible gold in several drill holes within 50 to 75 m of the surface in this geographic location was an excellent opportunity. Visible gold in drill core is rare and exciting; visible gold in seven (7) different drill holes of an eleven (11) hole program is an excellent beginning.
Both Rogue and Rio Tinto's properties straddle the Porcupine-Destor Fault Zone (PDFZ), a large geological structure infamous for gold production. The PDFZ trends southwest from Timmins, Ontario, directly through our gold project. The Timmins Gold Camp is one of the most productive gold camps in the world, having produced over 90,000,000 ounces of gold in the past century. Rogue staked most of its ground under the hypothesis that the PDF extended westward past Lakeshore Gold's ground to west of Penhorwood Township. More recently The opportunity to consolidate the land package with Rio Tinto's ground created about 16,000 hectares of unexplored ground in this very prospective area.
On September 27, 2012 Rogue announced the execution of a share purchase agreement with Rio Tinto, to purchase the shares of Nat River Gold Inc., a subsidiary of Rio Tinto. The process to spin out a gold-focused exploration company from Rogue is well under way. The transaction will allow Rogue shareholders to capitalize on the gold exploration potential of Rogue's extensive land position, located 80 km south west of Timmins, Ontario, accessible by Provincial Highway 101. Since the first announcement of the transaction, Rapier also optioned 464 ha to the east of the Pen South property not shown on the map.
Rogue has built an experienced team with years of iron ore experience to develop the Radio Hill iron ore project. In order to fully capitalize on both Radio Hill and this exciting new opportunity, it was determined that the best course of action is to maintain Rogue's focus and expertise on iron ore exploration and to create a spin-out company with gold expertise to be focused solely on gold exploration.
The spin-out gold company will be a standalone, publicly traded company called Rapier Gold Inc. Rapier is beginning exploration this month (Feb. 2013) and should begin trading on the TSX Venture Exchange late February to early March, 2013.
Recent exploration by Rio Tinto was reviewed, sampled and confirmed by Rogue geologists. The results feature eleven (11) intercepts of gold over three (3) different types of mineralization and include intersections containing visible gold. Drilling has been limited to only 150 m in vertical depth. Shallow visible gold intercepts in such close proximity to the PDF is very promising, as most of the exciting recent gold discoveries along the PDF have resulted from drilling underneath old mines or deeper on known discoveries. Having shallow visible gold on virgin ground in this geographic location offers an excellent opportunity for Rogue shareholders who receive the benefit of the spin out-transaction.
Visible gold was found in quartz-carbonate veins and carbonate contact rocks within drill core at about 75m below surface. These zones of mineralization are hosted in alteration assemblages similar to that found in the Timmins Gold Camp.
Further information on the Radio Hill iron ore project can be found here:
Radio Hill Iron Ore Project
Further information on the Langmuir nickel project can be found here:
Langmuir Nickel Project
Pursuant to the spin-out, Rapier Gold will become a stand-alone entity and seek a public listing on the TSX Venture Exchange. Rogue shareholders will receive a pro rata distribution of Rapier shares based on their shareholdings in Rogue on the implementation date of the spin-out, which is currently scheduled for the end of February, 2013. A total of 11,000,000 Rapier Gold shares will be distributed to Rogue shareholders. Rapier has completed a first financing of $500,000, comprised of 3,333,333 units at $0.15 and consisting of one share and one share purchase warrant (at $0.30 for 12 months). Subsequent to this financing, as mentioned above, Rapier secured from AuRico Gold a commitment to invest a minimum of $1.25-million to the project (by purchase of $0.30 units).
Benefit to Rogue Shareholders
- Rogue maintains focus on iron ore and does not dilute Company resources
- Unique opportunity to take part in an exciting gold discovery by Rio Tinto in famous gold region
- No market value for gold assets within Rogue, publicly traded Rapier Gold allows for simple market valuation
- Existing shareholders will receive shares of spin-out gold company, Rapier Gold Inc. on an anticipated 49:1 basis
- Formation of Rapier allows for a 100% gold focused team to be built around project -- a condition set by Rio Tinto.
- Rogue retains mineral rights on Radio Hill claims and all other claims on Timmins West property that are not valued on gold.
- Management of Rapier to be led by Roger Walsh, who has extensive experience in the gold industry and has held various senior management positions.
- Sound technical teams identified to pursue further exploration.
- Infrastructure in immediate vicinity includes Canadian National Railway mainline and siding, power, water, natural gas, and access to mining expertise in nearby Timmins, Ontario.
- Mining friendly jurisdiction
- Existing mine on-site (Luzenac Inc. talc mine)
- All claims located on the western end of the Porcupine-Destor Deformation or Fault Zone (PDF), one of the most productive gold structures in the world.
Located to the immediate north of Rogue's Timmins West gold property (Pen South), these claims are held directly by Nat River (excluding talc) through a sub-lease. In 2008 Rio Tinto initiated an exploration program for gold based on a 2001 program of re-logging historic drill core. Seven diamond drill holes were completed in 2008, followed in 2010 by the establishment of a grid, ground geophysics, surface geological mapping and prospecting, and seven (7) more diamond drill holes. Significant gold grades and several instances of observed visible gold were the result of these programs. The total ground area is 5,600 ha containing 52 patented and leased claims and 30 unpatented staked mining claims.
Visible gold was observed in both the cut and uncut surfaces of a number of core samples. The basic known elements of significant gold mineralization in the Timmins gold camp all lie within the property.
Rio Tinto is the vendor of the Nat River shares. Rapier has entered into a share purchase agreement to purchase all of the issued and outstanding common shares of Nat River. Rio Tinto holds a right to re-acquire the Nat River shares should certain exploration expenditures not be met.
The Pen South claims are held by Rogue, Rapier's parent company. Rapier holds the rights to explore for gold on each of the Pen South claims with the option to purchase those claims should certain conditions be met.
Extensive exploration and drilling for iron at the Radio Hill iron deposit has been undertaken. There has been a property-wide airborne magnetic and VTEM survey completed, along with various small local grids with geochemical surveys and a number of diamond drill holes.
The combination of Pen North and Pen South comprises 15,791 hectares (approx. 160 sq km) much of which is interpreted to be on-strike with the Destor-Porcupine fault zone west of Timmins, and represents one of the largest gold exploration properties in this highly prospective region of Ontario.
Rapier holds the rights to explore for gold, with an option to purchase those claims should certain conditions be met. Rapier must also pay Rio-Alcan a 0.75% NSR royalty for gold after the commencement of commercial production. Rapier has the option to purchase from Rogue the claims making up Pen Gold South if within the term of the Option Agreement (five year initial term, with a right to renew for a further five years), it publishes a technical report that is compliant with National Instrument 43-101, which establishes measured and indicated mineral resources valued on gold.
In addition to highway access and local roads, the Canadian National Railway mainline passes through the southwest corner of the property, near Radio Hill.