Rockgate Capital Corp.

Rockgate Capital Corp.

October 15, 2008 11:09 ET

Rockgate Announces Intention to Make an Offer for Delta Exploration Inc.

Significant Shareholder of Delta Agrees to Support Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 15, 2008) - Rockgate Capital Corp. (TSX VENTURE:RGT) (the "Company") announced today that it intends to make an offer to acquire all of the outstanding shares of Delta Exploration Inc. (TSX VENTURE:DEV). Delta's core asset is its ownership of 40% of the Falea uranium, silver, copper project in Mali, West Africa. This acquisition will consolidate the ownership of Falea 100% into Rockgate's hands.

Delta shareholders will receive 0.45 of a Rockgate common share for every common share of Delta. Based on the closing prices of both companies on Tuesday, October 14, 2008, the transaction values each Delta share at C$0.216 and represents a premium of approximately 14% to Delta shareholders. Based on the 20-day volume-weighted average share prices of both companies on the TSX-V the premium to Delta's shareholders is 87%.

"I believe that this combination can deliver value to both Delta and Rockgate shareholders. Our uranium silver asset at Falea is growing rapidly. By combining our resources we believe we can provide shareholders with superior economies of scale and focus our efforts on developing Falea into the uranium silver deposit we believe it is," said Karl Kottmeier, Rockgate's President and Chief Executive Officer. "Delta shareholders will receive a premium offer for their common shares. Rockgate brings a dedicated management team with a track record of successful exploration and development and we believe it possesses the financial and technical strength to ensure the ongoing development of the Falea project."

Rockgate has engaged in various discussions with Delta over the past eighteen months and on October 10, 2008, Rockgate made a further proposal to Delta that contemplates a friendly transaction. Rockgate's consistent belief has been that a combination of the two companies represents the most strategic and complimentary opportunity for the exploration of Falea, and to advance the ongoing delineation of the resource there. Additionally, Rockgate believes with the combined resources of the two companies a more concerted effort could be brought to bear on Delta's other grassroots exploration projects. Although Rockgate would prefer to reach a consensual transaction with Delta, in the event that a consensual transaction cannot be reached, Rockgate will take its proposal directly to Delta's shareholders by commencing a takeover bid to acquire 100% of the outstanding common shares of Delta.

The Company's financial advisor is PI Financial Corp., its special counsel for the offer is Blake, Cassels & Graydon LLP and its corporate counsel is Salley Bowes Harwardt LLP.

Lock-Up of Shareholder of Delta

In connection with the proposed offer, the Company has entered into a lock-up agreement with certain Delta shareholders owning 3,225,300 Delta common shares, or 11.6 percent of the Delta issued and outstanding common shares, under which such shareholders have agreed to vote in favour of a friendly transaction with Rockgate, or tender their common shares to a takeover bid by Rockgate.

For Delta shareholders, the offer will represent:

- A substantial premium offer of C$0.216 per Delta common share. The offer represents a premium of 14% based on the closing prices of both companies' shares on the TSX-V on October 14, 2008 and a premium of 87% based on the 20-day volume-weighted average share prices of both companies on the TSX-V;

- Consolidate the ownership of 100% of the Falea uranium silver property;

- Enhanced liquidity for Delta's shareholders in the form of Rockgate shares;

- Elimination of the existing "market overhang" from some of Delta's largest shareholders;

- An opportunity to combine two management teams with complementary experience, supported by a seasoned and experienced board of directors;

- An opportunity to enhance and accelerate development of the Falea project through a dedicated Rockgate team with a proven track record of successful African exploration;

- A strengthened balance sheet to support growth strategies; and

- An increased management and financial capacity which will allow progress on Delta's grassroots exploration projects.

Additional Details of the Offer

Should a takeover bid be commenced, full details of the offer will be included in a formal offer and the take-over bid circular to be filed with securities regulatory authorities and mailed to Delta shareholders. Rockgate will request a shareholders' list from Delta today and expects to mail the offer and take-over bid circular to Delta shareholders as soon as practical upon receipt of this list. The offer will be open for acceptance for at least 35 days following the commencement of the offer. The offer will be subject to certain conditions, including receipt of all necessary regulatory clearances, absence of material adverse changes in Delta and acceptance of the offer by Delta shareholders owning not less than 66 2/3% of the Delta common shares on a fully-diluted basis. Once the 66 2/3% acceptance level is met, Rockgate intends, but is not required to, take steps to acquire all of the outstanding Delta common shares.

This press release does not constitute an offer to buy or an invitation to sell, or the solicitation of an offer to buy or invitation to sell, any of the securities of Rockgate or Delta. Such an offer may only be made pursuant to an offer and take-over bid circular filed with the securities regulatory authorities in Canada and, if applicable, the United States. Prior to making the decision to tender, investors are urged to read the offer and takeover bid circular filed with securities regulatory authorities in Canada and if applicable, the United States.

Investors may obtain a free copy of the offer and take-over bid circular when they become available and other documents filed by Rockgate regarding the proposed offer from the Canadian securities regulators at, and if applicable, from the United states Securities and Exchange Commission website at The offer and take-over bid circular and other documents may also be obtained for free, once they have been mailed, from Rockgate's website or by directing a request to Rockgate's investor relations department by telephone at 604-678-8941, fax 604-689-7442 or e-mail

Rockgate is an exploration and development company actively growing resources in Mali. With our international expertise in exploration and finance together with highly skilled and dedicated staff, we believe that Rockgate is well positioned to grow in value as we create and pursue new opportunities.

Forward-looking statements

This press release contains "forward-looking statements". These statements relate to future events or future performance and reflect Rockgate's expectations regarding its offer for Delta, and the future growth, results of operations, business prospects and opportunities of each of Rockgate and Delta. These forward-looking statements reflect Rockgate's current internal projections, expectations or beliefs and are based on information currently available to Rockgate. In some cases forward-looking statements can be identified by terminology such as "may", "will", "should", "expect", "intend", "plan", "believe", "potential" or the negative of those terms or other comparable terminology. A number of factors could cause actual events or results to differ materially from those discussed in the forward-looking statements. Although Rockgate believes that the forward-looking statements contained in this press release are based on reasonable assumptions, readers cannot be assured that actual results will be consistent with such statements. Accordingly, readers are cautioned against placing undue reliance on forward-looking statements.


Karl Kottmeier, President

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 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 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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