Rockgate Capital Corp.
TSX : RGT

Rockgate Capital Corp.

February 08, 2011 08:56 ET

Rockgate Completes C$34.6 Million Underwritten Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 8, 2011) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Rockgate Capital Corp. (TSX:RGT) (the "Company") is pleased to announce that effective February 8, 2011 it has closed an underwritten private placement with a syndicate of underwriters led by GMP Securities L.P. and Dundee Securities Ltd. (the "Underwriters") for the sale of 13,570,000 special warrants (the "Special Warrants") at a price of C$2.55 per Special Warrant for gross proceeds of C$34,603,500. Included in the issuance was the Underwriters' fully exercised over allotment option of C$4,513,500.

Each Special Warrant will entitle the holder thereof to receive one common share of the Company (a "Common Share"). The Special Warrants are exercisable by the holders thereof at any time for no additional consideration, and all unexercised Special Warrants will be deemed to be exercised on the earlier of: (i) the date that is four months and one day following closing of the Offering; and (ii) the third business day after a receipt is issued for a (final) prospectus qualifying the distribution of the Common Shares by the securities regulatory authorities in each of the Provinces of Canada, except Quebec, where the Special Warrants have been sold.

The Company will use its reasonable best efforts to obtain such receipt by March 11, 2011. However, if the Company fails to qualify the distribution of the Common Shares underlying the Special Warrants, by March 11, 2011, then the holders of the Special Warrants will be entitled to receive 1.075 Common Shares in lieu of one Common Share upon the exercise or deemed exercise of the Special Warrants.

The Company intends to use the net proceeds for the exploration and development of the Company's Falea Property in Mali, West Africa and for general working capital purposes.

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 solicitation of an offer to sell any 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.

Neither Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Rockgate Capital Corp.
    Karl Kottmeier
    President
    604 678 8941
    karl@krgltd.com