Rockgate Capital Corp.

Rockgate Capital Corp.

October 30, 2013 08:45 ET

Rockgate Announces Reduction by Denison of Its Minimum Tender Condition and Agreement With Respect to Certain Stock Options

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Oct. 30, 2013) - Rockgate Capital Corp. ("Rockgate" or the "Company") (TSX:RGT) announced today that Denison Mines Corp. ("Denision") has agreed to reduce the 90% fully diluted minimum tender condition contained in the terms of its offer to acquire all of the issued and outstanding shares of Rockgate for 0.192 of a common share of Denison (the "Denison Offer") to 66 2/3% of the Rockgate shares on a fully diluted basis.

Karl Kottmeier, CEO & President of Rockgate said, "The board of directors of Rockgate is pleased with Denison's agreement to lower its minimum tender condition to 66 2/3% on a fully diluted basis as it means there is a greater chance that Denison's bid will be successfully completed. As noted in our October 21, 2013 press release, the board conducted a thorough review of Rockgate's strategic alternatives and engaged in negotiations with potential third party bidders, but that process has not yet resulted in a superior alternative to the Denison Offer. Accordingly, after consultation with its legal and financial advisors, the board continues to recommend to shareholders that they accept the Denison offer."

In connection with the agreement by Denison to lower its minimum tender condition, certain of the Rockgate optionholders have agreed not to exercise their stock options unless a superior transaction with a third party is announced prior to the expiry of the Denison Offer or unless the Denison Offer is terminated.

Mr. Kottmeier said, "The Rockgate board wishes to thank all of the Rockgate optionholders who agreed to certain amendments to the terms of their stock options. There was no legal requirement for the optionholders to agree to such changes and the BC Securities Commission had declined to set the options aside as an improper defensive tactic following the Rockgate board's endorsement of the Denison Offer. However, in the face of a significant risk that Denison might terminate its offer as a result of the existence the stock options, the optionholders put the interests of the shareholders of Rockgate before their own personal interests and agreed to amend the terms of the options."

Rockgate continues to advance the development work on the Falea uranium-silver-copper project in the Republic of Mali. The prefeasibility study ("PFS") is progressing as planned. On-site work is underway for advancement of the environmental and social impact assessment component of the PFS; and the metallurgical flow sheet test work being conducted in Australia is continuing.

The Denison Offer will be open for acceptance until 4:00 p.m. (Toronto time) on November 18, 2013, unless extended or withdrawn. Reference is made to Denison's take-over bid circular dated September 19, 2013, which accompanies the Denison Offer, for details of additional terms and conditions of the Denison Offer.

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 of 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 proposed transaction with Mega 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.

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