PRESS RELEASES 12/6/2013 6:28:50 PM | Marketwired News

89% of Rockgate Shareholders Tender to Denison Offer; Shareholder Meeting Location Change

2013-12-06T23:28:50+00:00

 

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Dec. 6, 2013) -Rockgate Capital Corp. (TSX:RGT) ("Rockgate" or the "Company") advises that Denison Mines Corp. ("Denison") has announced that, as of 4:00 p.m. (Toronto time) on December 6, 2013, 104,852,532 common shares of Rockgate had been validly deposited to Denison's offer to acquire all of the outstanding shares of Rockgate (the "Offer"). Rockgate understands that Denison has taken up and accepted for payment all such shares, representing greater than 89% of the outstanding common shares of Rockgate. Denison has also announced that it will move to acquire the remaining common shares of Rockgate through a plan of arrangement (the "Arrangement"). To this end, Rockgate will apply to the British Columbia Supreme Court for an order to hold a special meeting of securityholders (the "Meeting") to approve the Arrangement. Rockgate expects that the record date for the Meeting will be December 16, 2013 and the Meeting will be held on January 15, 2014.

Rockgate also announced today that the location of its annual general and special meeting of shareholders (the "Meeting") which was scheduled to take place on December 10, 2013 at 10:30 a.m. has been moved to the offices of Cassels Brock & Blackwell LLP at Suite 2200, HSBC Building, 885 West Georgia Street, Vancouver, British Columbia and the time of the meeting has been postponed to 11 a.m. Shareholders planning on attending the Meeting are asked to keep this venue and time change in mind. In addition, given the recent changes to the board of directors of Rockgate following Denison's acquisition of 89% of the issued and outstanding shares, management will be proposing different candidates for election to the board of directors. Karl Kottmeier, Bryan Hyde, Ron Hochstein, William Rand, Catherine Stefan and Robert Dengler will be put forward as management's nominees to the board of directors.

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 the likelihood that the Denison Offer will be successfully completed 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 Denison Offer 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.

Rockgate Capital Corp.

Ron Hochstein

President and Chief Executive Officer

(604) 806-3589