Rockgate Capital Corp.
TSX VENTURE : RGT
Delta Exploration Inc.
January 30, 2009 10:31 ET
Rockgate Capital Corp. and Delta Exploration Inc. Complete Plan of Arrangement
VANCOUVER, BRITISH COLUMBIA--(Marketwire - Jan. 30, 2009) - Further to their joint news releases dated November 10 and December 19, 2008, Rockgate Capital Corp. (TSX VENTURE:RGT) ("Rockgate") and Delta Exploration Inc. ("Delta") are pleased to announce that they have completed a court-approved plan of arrangement under the British Columbia Business Corporations Act pursuant to which Rockgate has acquired all of the issued and outstanding securities of Delta (the "Transaction").
Pursuant to the Transaction, Delta shareholders are entitled to receive 0.50 of a common share of Rockgate for each Delta common share held. A letter of transmittal has been delivered to Delta's registered shareholders. Upon submission of a duly completed letter of transmittal and any other required documentation, former Delta shareholders, will receive certificates representing the number of common shares of Rockgate they are entitled to receive pursuant to the Transaction, subject to adjustment for fractional shares. For Delta shareholders who hold their Delta common shares through a broker, the exchange process will occur automatically, and such shareholders should contact their brokers for further information.
Delta received shareholder approval for the Transaction at its annual general and special meeting of its shareholders held on January 15, 2009. The Supreme Court of British Columbia granted a final order approving the Transaction on January 16, 2009. Delta will be delisted from the TSX Venture Exchange at market close on February 3, 2009 and thereafter will apply to cease to be a reporting issuer under Canadian securities laws.
Rockgate is pleased to announce the appointment of Christopher J. Wild, a former director and Vice President of Exploration of Delta as a director of Rockgate. Mr. Wild is currently a consultant to the mining industry. He is also Vice President, Exploration and a director of Cassidy Gold Corp., the Vice President, Exploration and Chief Operating Officer and a director of Navasota Resources Ltd., Vice President, Exploration and a director of Island Arc Exploration Corp., and a director of Africa West Minerals Corp., all junior mining reporting issuers, publicly traded on the TSX Venture Exchange.
Rockgate president Karl Kottmeier commented:
"We are pleased to see the overwhelming approval of the transaction by Delta shareholders. Rockgate can now focus on advancing the Falea uranium silver project and developing the substantial portfolio of west African gold and uranium assets. We welcome Mr. Chris Wild to the board of the company and look forward to drawing on his substantial experience and strong technical abilities to augment our geological team as we continue to strive to build lasting shareholder value."
This press release contains "forward-looking statements". These statements relate to future events or future realities and reflect Rockgate's and Delta's expectations and the future realities, results of operations, business prospects and opportunities of each of Rockgate and Delta. These forward-looking statements reflect Rockgate's and Delta's current internal projections, expectations or beliefs and are based on information currently available to Rockgate and Delta, respectively. 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 realities to differ materially from those discussed in the forward-looking statements. Although Rockgate and Delta believe that the forward-looking statements contained in this press release are based on reasonable assumptions, readers cannot be assured that actual realities will be consistent with such statements. Accordingly, readers are cautioned against placing undue reliance on forward-looking statements. Unless otherwise required by applicable securities laws, both Rockgate and Delta expressly disclaim any intention and assume no obligation to update or revise any forward-looking statements in the event that respective beliefs, estimates or opinions, or other factors, should change, whether as a result of new information, future events or otherwise.
ON BEHALF OF THE BOARD OF DIRECTORS OF ROCKGATE CAPITAL CORP.
Karl Kottmeier, President
ON BEHALF OF THE BOARD OF DIRECTORS OF DELTA EXPLORATION INC.
James Gillis, President
The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction and neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.