Rockgate Capital Corp.
TSX : RGT

Rockgate Capital Corp.

August 26, 2010 15:57 ET

Rockgate Capital Corp. Announces $6.5 Million Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 26, 2010) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Rockgate Capital Corp. (TSX:RGT) (the "Company") is pleased to announce that, subject to regulatory approval, it has negotiated a brokered private placement with a syndicate of agents led by Dundee Securities Corporation and including GMP Securities L.P. and Raymond James Ltd. (the "Agents") for the sale of up to 10,000,000 units (the "Units") at a price of $0.65 per Unit for gross proceeds of up to $6,500,000 (the "Offering"). Each Unit will be comprised of one common share and one-half of one non- transferable common share purchase warrant. Each full warrant will be exercisable into one common share for a period of two years after the Closing Date at a price of $0.80 in the first year and $0.90 in the second year.

As consideration to the Agents, the Company has agreed to pay a commission of 6.0% of the total proceeds raised upon closing and issue Agents' warrants ("Agents' Warrants") equal to 6.0% of Units issued pursuant to this Offering. Each Agents' Warrant will be exercisable into one common share for a period of two years after the Closing Date at a price of $0.80 in the first year and $0.90 in the second year.

The securities issued under this financing will be subject to a four month hold period from the date of closing of the offering. The Company intends to use the net proceeds for exploration and development of the Falea Property in Mali and for general working capital purposes.

ON BEHALF OF THE BOARD OF DIRECTORS OF ROCKGATE CAPITAL CORP.

Karl Kottmeier, President

This news release does not constitute an offer to sell or solicitation of an offer to sell any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Cautionary Statement Regarding Forward-Looking Information

All statements, trend analysis and other information contained in this press release relative to markets about anticipated future events or results constitute forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "expect" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions. Forward-looking statements are subject to business and economic risks and uncertainties and other factors that could cause actual results of operations to differ materially from those contained in the forward-looking statements. Forward-looking statements are based on estimates and opinions of management at the date the statements are made. The Company does not undertake any obligation to update forward-looking statements even if circumstances or management's estimates or opinions should change. Investors should not place undue reliance on forward-looking statements.

Neither Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

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