Rockgate Capital Corp.

Rockgate Capital Corp.

August 06, 2008 16:05 ET

Rockgate Receives Shareholder and Court Approvals for Spin-Off of Northrock Resources Inc.

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 6, 2008) - Rockgate Capital Corp. ("Rockgate") (TSX VENTURE:RGT):


Further to Rockgate's news releases dated March 3 and June 9, 2008 regarding the spin-off of the securities of Northrock Resources Inc. ("Northrock") to the shareholders of Rockgate by a corporate plan of arrangement (the "Arrangement"), Rockgate is pleased to announce that the Arrangement is proceeding, and the closing date is expected to occur on or about the end of August, 2008.

On July 31, 2008, at the special general meeting of shareholders of Rockgate, the shareholders overwhelmingly approved the Arrangement. On August 6, 2008, the Arrangement was approved by the Supreme Court of British Columbia.

Northrock is currently a wholly owned subsidiary of Rockgate. Under the Arrangement, the share capital of Rockgate will be altered to create a new class of Class A common shares, and every Rockgate shareholder will exchange their existing common shares of Rockgate on the basis of one new Class A common share for each common share of Rockgate held, and one Unit of Northrock (the "Northrock Units") for every three common shares of Rockgate held on the effective date. Each Northrock Unit will be composed of one Northrock common share and one transferable warrant to purchase an additional common share of Northrock at an exercise price of 75 cents for a period of two years. Outstanding convertible warrants of Rockgate will be entitled to be converted into Rockgate shares and Northrock Units on the basis of the same exchange ratio. For further details regarding the Arrangement, please refer to Rockgate's Information Circular dated July 3, 2008 available on the Company's website and at

On August 1, 2008, Northrock filed a Form 2B Listing Application for its common shares and share purchase warrants with the TSX Venture Exchange, the listing of which are pending approval and subject to Northrock meeting all required minimum listing requirements of the TSX Venture Exchange. If the listing application is successful, then Northrock will be deemed to be a reporting issuer.

In addition to the Arrangement, Rockgate's shareholders also approved the adoption of the Shareholder Rights Plan; and the necessary amendments to existing stock options affected by the Arrangement, as proposed.

Rockgate President Karl Kottmeier commented, "We are pleased to have received such a resounding confirmation from shareholders. Our goal in creating and spinning off Northrock Resources was to ensure that the tremendous value of our Canadian projects be properly expressed for our shareholders. The Falea Uranium/Silver project is developing very well, and we believe should receive the benefit of all the financial resources of Rockgate."

Rockgate is also pleased to report that all 7,799,516 share purchase warrants set to expire on July 10, 2008 were exercised for total proceeds to Rockgate of $4,640,425.


Karl Kottmeier, President and Chief Executive Officer

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of 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.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this press release.

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