Rockgate Capital Corp.
TSX VENTURE : RGT

Rockgate Capital Corp.

June 17, 2008 16:16 ET

Rockgate Capital Corp. Announces Proposed Implementation of Shareholders Rights Plan

VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 17, 2008) - Rockgate Capital Corp. (TSX VENTURE:RGT): The Company announces that its Board of Directors has approved and adopted a Shareholders Rights Plan (the "Plan"). The Plan entitles shareholders to severable rights to purchase additional shares of the Company upon the occurrence of a take-over bid (i.e. an offer to purchase 20% or more of the issued shares, when aggregated with the offeror's shareholdings), which fails to meet certain conditions. Bids which meet these conditions ("Permitted Bids") do not trigger the rights to purchase additional shares. Permitted Bids are offers which meet all of the following conditions:

1. The offer is made to all shareholders and includes shares issuable upon exercise of share purchase warrants, stock options and other convertible securities;

2. The offer must contain an irrevocable and unqualified provision that no shares will be taken up or paid for prior to the close of business on a date less than 60 days following the date of the Bid, and only if at such date more than 50% of the shares held by independent shareholders have been deposited or tendered and not withdrawn;

3. The offer must contain an irrevocable and unqualified provision that any shares deposited may be withdrawn at any time until being taken up and paid for; and

4. The offer must contain an irrevocable and unqualified provision that if the deposit conditions set out in item 2 above are met, then the offeror will make a public announcement of that fact, and the bid will remain open for deposits or tenders of additional shares for not less than 10 business days from the date of the public announcement.

The Plan is designed to ensure that all shareholders are treated fairly and equitably in the event of a take-over bid. The Plan is subject to the acceptance of regulatory authorities, ratification by the shareholders of the Company, and the acceptance of the rights agent. Rockgate has scheduled a Special General Meeting of its shareholders for 10:00 a.m., Thursday, July 31, 2008 to seek shareholder approval of the spin-off of Northrock Resources Inc. and expects to add ratification of the rights plan to the agenda for that meeting.

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

Douglas Ford, Chief Financial 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.

Contact Information

  • Rockgate Capital Corp.
    Douglas Ford
    Chief Financial Officer
    (604) 678-8941
    (604) 689-7442 (FAX)
    Website: www.rockgatecapital.com