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Rockgate Updates Shareholders and Obtains Interim Court Order For Combination With Mega Uranium Ltd.

Rockgate Updates Shareholders and Obtains Interim Court Order For Combination 
With Mega Uranium Ltd. 
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: 


 
--  Significant Premium to Rockgate Shareholders. Mega has offered Rockgate
    Shareholders a significant premium to the Rockgate share price. The
    consideration of 2.2 Mega shares for each 1 Rockgate Share held to be
    received by Rockgate Shareholders under the Arrangement represents a
    premium of approximately 36% to the 20-day volume weighted average
    trading price for the Rockgate Shares on the TSX of $0.19 as of June 5,
    2013 (the last trading day on the TSX prior to the announcement of the
    Arrangement). 
--  Combined Strength of Rockgate and Mega. As indicated in the joint press
    release dated June 6, 2013 subject to the disclaimer contained therein,
    if the Arrangement is completed, the technical, administrative and
    equity market transactional expertise of existing Rockgate management,
    together with Rockgate's strong cash position will complement Mega's
    existing management and property holdings and enable continued
    advancement of the combined company's projects. 
--  Participation in a Combined Company with Greater Diversity. Rockgate
    Shareholders will benefit from having an equity position in a company
    with greater geographic and asset diversification, thereby reducing
    single asset and single jurisdiction risk. 
--  Participation by Rockgate Shareholders in the Future Growth of the
    Combined Company. Rockgate Shareholders, through their ownership of Mega
    shares, will have the opportunity to participate in any value increases
    associated with the Falea and other properties owned by the combined
    company, in addition to the opportunity to participate in any value
    increases associated with the investment holdings of Mega. 
--  Toro Transaction. By entering into the Lake Maitland project sale
    transaction with Toro Energy Limited ("Toro"), Mega proposes to
    substantially reduce the overall carrying cost of its properties, while
    at the same time retaining an indirect interest in the Lake Maitland
    project by virtue of Mega's ownership interest of 415,000,000 shares of
    Toro. 
--  Potentially Greater Liquidity. The Rockgate board of directors believes
    that the Arrangement provides Rockgate Shareholders with an equity
    position in a combined company with the potential for greater trading
    liquidity. 
--  Fairness Opinion. The Rockgate board of directors considered the
    fairness opinion of Dundee dated August 13, 2013, which provides that,
    as of the date thereof and subject to the assumptions, limitations and
    qualifications contained therein, the consideration to be received by
    Rockgate Shareholders pursuant to the Arrangement is fair from a
    financial point of view, to Rockgate Shareholders. 
--  Superior Proposals. Under the Arrangement Agreement, the Rockgate board
    of directors remains able to respond, in accordance with its fiduciary
    duties, to superior proposals. 
--  Required Shareholder and Court Approvals. The Rockgate board of
    directors considered the following rights and approvals which protect
    Rockgate Shareholders: 
    --  the resolution approving the Arrangement must be approved by not
       less than two-thirds of the votes cast at the Meeting; 
    --  the Arrangement must be approved by the Supreme Court of British
        Columbia, which will consider, among other things, the fairness of
        the Arrangement to Rockgate Shareholders; and 
    --  Rockgate Shareholders have the right to dissent to the Arrangement.
--  Shareholder Value. Management of Rockgate and the Rockgate board of
    directors have concluded that the Arrangement represents the best
    available opportunity to maximize Rockgate Shareholder value given
    current industry, economic and market conditions and trends.  
--  Waiver of Change of Control Payments. It is condition precedent to the
    closing of the Arrangement that the management companies owned by
    certain of Rockgate's executive officers waive termination payments that
    would otherwise be due under management agreements between Rockgate and
    such companies upon consummation of the Arrangement and the Board
    confirmed that such management companies were willing to provide such
    waivers. 
--  Likelihood of Closing. Given the conditions and other approvals
    necessary to complete the Arrangement, the Rockgate board of directors
    believes there is a high probability that the Arrangement will be
    completed.

 
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 www.sedar.com.  
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
www.rockgatecapital.com
 
 
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