Rockgate Capital Corp.
TSX : RGT

Rockgate Capital Corp.

September 12, 2013 11:20 ET

Second Leading Independent Proxy Advisory Firm, Glass Lewis, Recommends Rockgate Capital Shareholders Vote In Favour of Proposed Arrangement with Mega Uranium

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Sept. 12, 2013) - Leading independent proxy advisory firm, Glass Lewis & Co., LLC (GL) has recommended that shareholders of Rockgate Capital Corp. (TSX:RGT) vote FOR the plan of arrangement with Mega Uranium Ltd. (TSX:MGA) to be voted on at Rockgate's special meeting of shareholders on September 25, 2013.

GL is a leading, independent, governance analysis and proxy voting firm, serving more than 900 institutional investors globally. GL's research focuses on the long-term financial impact of investment and proxy vote decisions and assist institutional investors to make sound decisions by uncovering and assessing governance, business, legal, political and accounting risks.

In its report, GL concluded that "Mega will contribute significant exploration assets to the pro forma firm, while Rockgate will offer near-term financial flexibility… Viewed collectively then, and with reference to the stand-alone options likely available to Rockgate, we believe shareholders should support this transaction. Accordingly, we recommend shareholders vote FOR this proposal."

The proposed arrangement has also been endorsed by Institutional Shareholder Services (ISS), another leading independent proxy advisory firm. ISS concluded: "that a vote FOR is warranted, in light of the adequate implied premium at the announcement of the transaction, the reasonable strategic rationale and no significantly noted governance concerns."

Once approved, Mega will acquire all of the issued and outstanding common shares of Rockgate. Rockgate shareholders will receive 2.2 common shares of Mega for each Rockgate common share held which represents a premium of approximately 36% to the 20-day volume weighted average trading price for the Rockgate shares on the TSX of $0.19 as of June 5, 2013.

Attention Rockgate Shareholders:

Be sure to vote your proxy before 10:00 a.m. (Vancouver time) on Monday, September 23, 2013. For more information and assistance in voting your proxy, please contact Kingsdale Shareholder Services Inc. at 1-877-659-1818 or by email at contactus@kingsdaleshareholder.com.

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