Rockgate Capital Corp.
TSX VENTURE : RGT

Rockgate Capital Corp.

November 29, 2006 16:33 ET

Rockgate Options Falea Uranium-Copper Exploration Project, Mali, West Africa and Announces Financing

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Nov. 29, 2006) -

NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWS AGENCIES

Rockgate Capital Corp. (TSX VENTURE:RGT) (the "Company") is pleased to announce that it has entered into an option agreement to earn a 60% interest in the Falea Uranium - Copper Property in south western Mali, West Africa from Delta Explorations Inc. (TSX VENTURE:DEV) ("Delta").

Property

The Falea Uranium Copper Property covers an area of 150 square kilometers and overlies a Neoproterozoic sedimentary basin surrounded by older Birrimian Greenstones.

A total of 86 widely spaced diamond drill holes were completed by Cogema in the early 1980's to evaluate the prospectivity of a 100 square kilometer portion of the Falea Basin. Uranium and copper mineralization were found to occur in the lower portion of the basin, in the Kania Sequence of interbedded conglomerates, sandstones and black sulphide and stromatolite-rich argillites. Down-hole radiometric surveys from Cogema's diamond drilling program confirmed that all radiometric anomalies occur within the Kania Sequence, which is up to 26 metres thick.

Rockgate will announce plans for the 2007 work program to explore the Falea project as soon as possible.

Agreement

Under the terms of the option agreement, Rockgate can earn a 60% undivided interest in the property from Delta by incurring a total of $1,500,000 CDN in exploration expenses within two years of the date of receipt of TSX Venture Exchange approval (the "Approval Date").

Rockgate must spend $300,000 by the first anniversary date of the Approval Date and an additional $1,200,000 by the second anniversary of the Approval Date. In addition, Rockgate must issue 150,000 shares to Delta within 5 days of the Approval Date and a further 200,000 shares on the first anniversary of the Approval Date.

Financing

The Company also announces that it has engaged Pacific International Securities Inc. (the "Agent") to act as exclusive agent on a commercially reasonable efforts basis to raise up to $3,700,000 by issuing up to 9,250,000 units of the Company at $0.40 per unit (the "Offering"). Each unit will consist of one common share and one transferable common share purchase warrant. Each warrant will be exercisable into one additional common share of the Company at an exercise price of $0.60 per common share for a period of eighteen months from the Closing Date.

Upon completion of the Offering the Company will pay the Agent a commission of 7.5% of the gross proceeds of the Offering, in cash or in units at the election of the Agent and a corporate finance fee of $15,000. In addition, the Company will issue to the Agent an option to acquire compensation options equal to 10.0% of the number of units sold under the Offering, at an exercise price equal of $0.45 for a period of eighteen months following the date of closing.

Proceeds of the offering are for exploration of the Falea property, Mali, West Africa and for general working capital. The property acquisition and financing are subject to TSX Venture approval.

Mr. Lorne Warner, P. Geo, Director and VP Exploration is the Qualified Person for the Company under NI 43-101.

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) 961-9212