Rockgate Capital Corp.
TSX VENTURE : RGT

Rockgate Capital Corp.

June 09, 2008 13:00 ET

Rockgate Completes Arrangement Agreement for Spin-Off of Northrock Resources Inc.

VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 9, 2008) - Rockgate Capital Corp. (TSX VENTURE:RGT) ("Rockgate" or "the Company") announced today that it has entered into a formal Arrangement Agreement for the spin-off of its Canadian assets via Plan of Arrangement with Northrock Resources Inc. ("Northrock"). At this time Northrock is a wholly-owned subsidiary of the Company.

Further to Rockgate's announcement of March 3, 2008, under the Plan of Arrangement non-dissenting Rockgate shareholders will retain their shares in Rockgate, and will receive one unit of Northrock for each three shares of Rockgate owned on the effective date. Each unit of Northrock will be composed of one Northrock common share and one transferable warrant to purchase an additional common share of Northrock at an exercise price of $0.75 for a period of two years.

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.

Commencing in late June 2008, Northrock will mount an active exploration and diamond drilling campaign on its wholly-owned uranium-copper-silver-gold claims at Bathurst Inlet, Nunavut Territory; and will commence exploration at the Turner Lake property under option from Trade Winds Ventures Inc. Northrock has been financed with $3 million in flow-through funds and $500,000 in working capital by Rockgate.

"We believe that the Northrock spin-off provides significant value to Rockgate's shareholders and allows Rockgate to focus its resources on the rapidly expanding Uranium-Silver deposit at Falea, Mali. Given a positive outcome with shareholder, TSX Venture Exchange, and Court approvals we expect the Plan of Arrangement will be completed prior to the end of August," commented Karl Kottmeier, President & CEO of Rockgate.

The Plan of Arrangement is subject to shareholder approval and acceptance by the TSX Venture Exchange.

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

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 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.
    Karl Kottmeier
    President
    (604) 678-8941
    (604) 689-7442 (FAX)