Rogue Iron Ore Corporation held its Annual General and Special Meeting on December 10th 2012. The purpose of the AGSM included obtaining security holder approval of a proposed spin out of Rapier Gold Inc.
Rapier's intention is to combine Rogue's Timmins West 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 to Destor Fault, 75 kilometer 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 security holder vote held at the AGSM for the Plan of Arrangement spin-out was approved by 99.74% of the voting security holders.
Due to market conditions and a tight financing timeline, Rapier was unable to meet the entire USD 4 million 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 security holders 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 security holders 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.
Mr Freeman Smith President & CEO of Rogue Iron Ore Corporation said that "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 USD 4 million 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."