Rockgate Capital Corp.
TSX : RGT

Rockgate Capital Corp.

January 19, 2011 08:08 ET

Rockgate Announces C$30 Million Private Placement

TORONTO, ONTARIO--(Marketwire - Jan. 19, 2011) -

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

Rockgate Capital Corp. (TSX:RGT) ("Rockgate" or the "Company") is pleased to announce that it has entered into an agreement with a syndicate of investment dealers co-led by GMP Securities L.P. and Dundee Securities Corporation (the "Underwriters"), which have agreed to sell on behalf of the Company on an underwritten private placement basis 11,800,000 special warrants of the Company (the "Special Warrants") at a price of C$2.55 per Special Warrant (the "Offering Price") for aggregate gross proceeds of C$30,090,000 (the "Offering").

The Company has agreed to grant an underwriters' option to purchase up to an additional 1,770,000 Special Warrants at the Offering Price, exercisable in whole or in part, at any time up to 48 hours prior to the closing of the Offering. If this option is exercised in full, an additional C$4,513,500 will be raised pursuant to the Offering and the aggregate gross proceeds of the Offering will be C$34,603,500.

Each Special Warrant will entitle the holder thereof to receive one common share of the Company (a "Common Share"). The Special Warrants are exercisable by the holders thereof at any time for no additional consideration, and all unexercised Special Warrants will be deemed to be exercised on the earlier of: (i) the date that is four months and one day following closing of the Offering; and (ii) the third business day after a receipt is issued for a (final) prospectus qualifying the distribution of the Common Shares by the securities regulatory authorities in each of the Provinces of Canada, except Quebec, where the Special Warrants have been sold.

The Company will use its reasonable best efforts to obtain such receipt by March 11, 2010. However, if the Company fails to qualify the distribution of the Common Shares underlying the Special Warrants, by March 11, 2011, then the holders of the Special Warrants will be entitled, subject to approval by the Toronto Stock Exchange, to receive 1.1 Common Shares in lieu of one Common Share upon the exercise or deemed exercise of the Special Warrants (the "Penalty Provision").

The Company intends to use the net proceeds for the exploration and development of the Company's Falea Property in Mali, West Africa and for general working capital purposes.

The Offering is scheduled to close on or about February 8, 2011 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange and the securities regulatory authorities.

This press release shall not constitute an offer to sell or solicitation of an offer to buy the securities in any jurisdiction. These securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

About Rockgate

Rockgate is a Vancouver-based, TSX listed mineral exploration company. Founded in 2005, Rockgate has a strong and diverse management team and board of directors experienced in sourcing, exploring and financing prospective mineral projects.

Rockgate's principal project is the 100% owned Falea Uranium/Silver/Copper deposit located in southwest Mali. On January 18, 2011 the Company announced an updated resource which has both increased the size and upgraded the category of the Falea resource. The Company has increased the overall size of the silver resource by 29% from 31.6 MM oz of sliver to 40.6 MM ozs and the uranium resource by 37% from 20.3 MM lbs of U3O8 to 27.7 MM lbs U3O8. Additionally, an overall copper resource of 55.3 MM lbs was announced. The Falea Sedimentary Basin appears to be similar in age and geological setting to the Athabasca Basin in Canada and the recent developments now indicate that the Falea Basin hosts high-grade uranium mineralization similar to that of Athabasca. To date, only 5-6 percent of the down-hole radiometric anomalies hosted in the Falea Basin have been drill tested by Rockgate

Cautionary Note

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 the 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.

Contact Information

  • Rockgate Capital Corp.
    Kirk Gamley
    Vice President, Corporate Development
    604-678-8941