VANCOUVER, BRITISH COLUMBIA — (Marketwired) — 09/24/13 — Rockgate Capital Corp. („Rockgate“ or the „Company“) (TSX: RGT) announced today that it has terminated its arrangement agreement with Mega Uranium Ltd. („Mega“) dated August 13, 2013 (the „Arrangement Agreement“).
The Board of Directors of Rockgate (the „Board“) determined today that the unsolicited take-over bid (the „Denison Offer“) from Denison Mines Corp. („Denison“) pursuant to which Denison has offered to acquire all of the issued and outstanding shares of Rockgate constitutes a „Superior Proposal“ within the meaning of the Arrangement Agreement. Mega subsequently waived its right to match the Denison Offer and, as provided for in the Arrangement Agreement, a termination fee of C$1,000,000, has been paid by Rockgate to Mega.
As a result, the Special Meeting of Shareholders of Rockgate scheduled for September 25, 2013 is cancelled.
The Board also announced today that it is not making a recommendation at this time with respect to the acceptance or rejection of the Denison Offer for the following reasons:
The Board will be mailing a Directors- Circular in accordance with Canadian disclosure requirements in due course and a copy will be filed on Rockgate-s SEDAR profile at Shareholders are encouraged to review the contents of the Directors- Circular before making any decisions with respect to the Denison Offer.
The ongoing business of the Company continues unimpeded by these corporate actions. The Pre-Feasibility Study on Rockgate-s Falea uranium-silver-copper project is progressing as planned with the metallurgical flowsheet test work and completion of the PFS scheduled for mid-February 2014.
THERE IS NO NEED FOR SHAREHOLDERS TO DO ANYTHING AT THIS TIME. The Denison Offer is open for acceptance until October 25, 2013. The Board of Directors of Rockgate fully intends to communicate further with Shareholders on a timely basis, and in any event no later than seven days before the Expiry Date, regarding its recommendation with respect to the Denison offer.
SHAREHOLDERS ARE ADVISED NOT TO TENDER TO THE DENISON OFFER AT THIS TIME.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: This news release contains „forward-looking statements“ within the meaning of the United States Private Securities Litigation Reform Act of 1995 and „forward-looking information“ as such term is defined in applicable Canadian securities laws (together referred to herein as „forward-looking statements“). Except for statements of historical fact relating to Rockgate, information contained herein constitutes forward-looking statements. Forward-looking statements are characterized by words such as „plan“, „will“, „expect“, „anticipate“, „believe“, or „intend“. Such forward-looking statements may include, without limitation, statements regarding possibility of negotiating or completing a transaction with a third party, negotiating an amended transaction with Denison, the expected timing with respect to the release of the PFS and other statements that are not historical facts. While such forward-looking statements are expressed by Rockgate, as stated in this release, in good faith and believed by Rockgate to have a reasonable basis, they are subject to important risks and uncertainties including, without limitation, changes in applicable laws or regulations, which could cause actual results to differ materially from future results expressed, projected or implied by the forward-looking statements. As a result of these risks and uncertainties, the proposed transaction with Mega could be modified, restructured or not be completed, and the results or events predicted in these forward-looking statements may differ materially from actual results or events. These forward-looking statements are not guarantees of future performance, given that they involve risks and uncertainties. Although Rockgate has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that could cause actions, events or results not to be anticipated, estimated or intended. Rockgate undertakes no obligation to update forward-looking statements if circumstances or management`s estimates, assumptions or opinions should change, except as required by applicable law. The reader is cautioned not to place undue reliance on forward-looking statements.
Contacts: Rockgate Capital Corp. Karl Kottmeier President (604) 678-8941
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