VANCOUVER, BRITISH COLUMBIA — (Marketwired) — 08/27/13 — Rockgate Capital Corp. („Rockgate“) (TSX: RGT) is pleased to update shareholders on the proposed merger with Mega Uranium Ltd. („Mega“) and announce that Rockgate has obtained an interim order from the British Columbia Supreme Court authorizing the holding of the special meeting (the „Meeting“) of Rockgate-s shareholders („Rockgate Shareholders“) and matters relating to the conduct of the Meeting.
At the Meeting, Rockgate Shareholders will be asked to consider and, if thought fit, approve a special resolution relating to the proposed plan of arrangement (the „Arrangement“), involving Rockgate and Mega. As announced in Rockgate-s and Mega-s joint press release on August 14, 2013, the Arrangement will be carried out pursuant to an arrangement agreement dated August 13, 2013 between Rockgate and Mega (the „Arrangement Agreement“).
Rockgate president Karl Kottmeier commented, „I am pleased to report that the merger with Mega is advancing very well. Mega-s recent announcement of the proposed sale of the Lake Maitland project will, assuming all conditions to closing of that transaction are satisfied, on closing of that transaction, add an additional equity position, currently worth over AUS$30 million, to the existing equity portfolio while providing anticipated cost savings to Mega of several million dollars annually. I believe that combined, Rockgate and Mega will offer investors a unique and compelling means of investing in the junior uranium sector. I encourage shareholders to closely review the Management Information Circular that will be available under Rockgate-s SEDAR profile to understand the proposed transaction and the Rockgate board of directors- reasons for approving it, and feel free to contact me with any questions or comments.“
Reasons for the Arrangement
In the course of their evaluation of the Arrangement, the Rockgate board of directors consulted with Rockgate-s senior management, legal counsel and its financial advisor, Dundee Securities Ltd. („Dundee“), reviewed a significant amount of information and considered a number of factors including, among others, the following:
Meeting materials, including a Notice of Special Meeting and Management Information Circular, are scheduled to be mailed to Rockgate Shareholders of record as at August 21, 2013 in advance of the Meeting in accordance with statutory requirements. Upon completion of the mailing to registered Rockgate Shareholders, the materials for the Meeting will be filed by Rockgate and will be available under Rockgate-s SEDAR profile at .
The Meeting will be held at 10:00 a.m. (Vancouver time) on September 25, 2013 at Suite 2600-595 Burrard Street, Vancouver, British Columbia, Canada.
If the special resolution approving the Arrangement is approved by the requisite vote of Rockgate Shareholders and all other conditions to the Arrangement are satisfied or waived, Mega will acquire all of the outstanding common shares of Rockgate. Under the Arrangement, each Rockgate Shareholder will be entitled to receive 2.2 common shares of Mega („Mega Shares“) for each Rockgate common share („Rockgate Share“) held (the „Exchange Ratio“). In connection with the Arrangement and subject to the approval of Mega-s shareholders, Mega will effect a 1-for-10 consolidation of its common shares as soon as practicable after the effective time of the Arrangement. If the share consolidation is completed, the Exchange Ratio will effectively be 2.2 post-consolidation shares of Mega for each 10 Rockgate Shares held immediately prior to the effective time of the Arrangement.
To become effective the Arrangement will require approval of Rockgate Shareholders holding at least 66 2/3% of the Rockgate, voting in person or by proxy. The board of directors of Rockgate unanimously recommends that Rockgate Shareholders vote FOR the special resolution approving the Arrangement.
The Arrangement is expected to close in early October, 2013, shortly after receipt of the Rockgate Shareholder and court approvals and related approval of Mega-s shareholders, at which time it is expected that the Rockgate Shares will be de-listed from the Toronto Stock Exchange. See Rockgate-s and Mega-s joint press release dated August 14, 2013.
Forward-Looking Statements
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“, „expect“, „budget“, „target“, „project“, „intend“, „believe“, „anticipate“, „estimate“ and other similar words, or statements that certain events or conditions „may“ or „will“ occur. Forward-looking statements in this news release include, but are not limited to, statements relating to completion of the combination of Mega and Rockgate and the expected timing of completion, statements regarding the expected benefits to Rockgate Shareholders as a result of the Arrangement, statements regarding the completion of the proposed sale of Mega-s Lake Maitland property to Toro Energy Limited, as well the anticipated value of Mega-s investment in Toro Energy Limited and cost savings to be realized by Mega as a result of the pending sale of its Lake Maitland property, and statements regarding the proposed Mega common share consolidation. Forward-looking statements are based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made, and are inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. 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 cause actions, events or results not to be anticipated, estimated or intended.
There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. 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. The forward-looking information contained herein is presented for the purpose of assisting investors in understanding Mega-s and Rockgate-s expected financial and operational performance and results as at and for the periods ended on the dates presented in their respective plans and objectives and may not be appropriate for other purposes.
Contacts: Rockgate Capital Corp. Karl Kottmeier President (604) 678-8941
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