Vancouver, BC, September 1, 2017 -- Roughrider Exploration Limited (TSX-V: REL) ("Roughrider" or the "Company") -- announces that it has transferred funds to Kivalliq Energy Corporation ("Kivalliq") to undertake a new work program on the Genesis Uranium Project in Saskatchewan starting September 2017. The transfer of funds completes Roughrider's expenditure commitment obligations allowing Roughrider to earn its 50% Initial Interest (the "Initial Interest") in the Genesis Property, pursuant to the terms of the Option Agreement, as amended December 21, 2015 (the "Option Agreement"). The new work program will be announced upon final contracting of service providers.
Roughrider also announces that it has received the TSX Venture Exchange (the "Exchange") approval for certain share issuances pursuant to the terms of the Option Agreement, under which the Company holds the right to acquire up to an 85% interest in the Genesis Property, from Kivalliq Energy Corporation ("Kivalliq").
Pursuant to the terms of the Option Agreement, a cash payment of $175,000 (the "Option Payment") was required by August 31, 2017 to earn the 50% Initial Interest. In accordance with the terms of the Option Agreement, Roughrider elected to satisfy the Option Payment through the issuance of 2,500,000 Shares at a deemed value per share of $0.07 (the "Share Payment"). The Share Payment has been made.
The Option Agreement also provides that future payments of $250,000 and $450,000 due on August 31, 2018 and 2019, respectively, are required to earn the additional 35% interest in the Genesis Property. Subject to Exchange approval, Roughrider may elect to pay these payments through the issuance of common shares at a price per share equal to the volume weighted average price of the Company's shares traded through the facilities of the Exchange on the 20 trading days preceding August 21 of the applicable year. Should Roughrider elect to satisfy future payments through share issuances, Exchange approval will be sought at the time such election is made.
In addition to any statutory or Exchange hold period, any shares issued in connection with the Option Agreement will be subject to a one year hold period from date of issuance.
Prior to the transaction, Kivalliq held 3,939,656 common shares, representing approximately 10.8% of the issued and outstanding common shares of Roughrider. Following issuance of the 2,500,000 Share Payment, Kivalliq owns in aggregate 6,439,656 common shares of the Company, representing approximately 16.4% of the current issued and outstanding common shares. Kivalliq acquired these securities for investment purposes and may in the future acquire or dispose of securities of Roughrider, through the market, privately or otherwise, as circumstances or market conditions warrant.
The Share Payment constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied upon the applicable exemptions under sections 5.5(b) and 5.7(1)(b) respectively of MI 61-101 from the formal valuation and minority shareholder approval requirements in relation to the Share Payment. The transaction has been approved by all directors of the Company. There has been no prior valuation of the common shares and warrants issued as there has not been any necessity to do so.
For further details regarding the terms of the Option Agreement, please refer to the news release dated December 22, 2015 filed on www.sedar.com.
About Roughrider Exploration Limited
Roughrider's focus is exploring the 131,412 hectare (324,728 acre) Genesis uranium project located in the Wollaston-Mudjatik geological trend extending northeast from Saskatchewan's Athabasca Basin. Roughrider has the option to earn an 85% interest in Genesis from Kivalliq Energy Corporation.
For further information, please contact:
Chief Executive Officer
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Certain information contained or incorporated by reference in this press release, including any information as to our strategy, projects, plans or future financial or operating performance, constitutes "forward-looking statements." All statements, other than statements of historical fact, are to be considered forward-looking statements. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable by the company, are inherently subject to significant business, economic, geological and competitive uncertainties and contingencies. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements. Such factors include but are not limited to: fluctuations in market prices, exploration and exploitation successes, continued availability of capital and financing, changes in national and local government legislation, taxation, controls, regulations, expropriation or nationalization of property and general political, economic, market or business conditions. Many of these uncertainties and contingencies can affect our actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, us. Readers are cautioned that forward-looking statements are not guarantees of future performance and, therefore, readers are advised to rely on their own evaluation of such uncertainties. All of the forward-looking statements made in this press release, or incorporated by reference, are qualified by these cautionary statements. We do not assume any obligation to update any forward-looking statements.