12:13:41 EDT Thu 28 Mar 2024
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or Name
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CA



Rockgate Capital Corp
Symbol RGT
Shares Issued 116,897,470
Close 2013-10-08 C$ 0.19
Market Cap C$ 22,210,519
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Rockgate Capital responds to Denison allegations

2013-10-09 14:52 ET - News Release

Mr. Karl Kottmeier reports

ROCKGATE RESPONDS TO ANNOUNCEMENT BY DENISON MINES OF ITS APPLICATION TO BC SECURITIES COMMISSION

Rockgate Capital Corp. has responded to the Oct. 8, 2013, announcement by hostile bidder, Denison Mines Corp., that Denison has made an application to British Columbia Securities Commission to cease trade certain incentive stock options of Rockgate.

Contrary to the allegations by Denison, the actions by the board of directors of Rockgate, in granting the incentive stock options and entering into retention agreements with key technical employees in the face of Denison's unsolicited takeover bid offer for all the shares of Rockgate, were for a proper purpose, and made in the best interest of the company and not made in an effort to frustrate the unsolicited offer.

As disclosed in the directors circular of Rockgate dated Sept. 30, 2013, following the termination of the non-solicit provisions with Mega Uranium Ltd., the company commenced a broad-market canvass to solicit competing offers that could maximize shareholder value for Rockgate shareholders. At the same time, the company continues its work on the prefeasibility study at the Falea project, the publication of which is expected in February, 2014. Given the importance of these continuing activities, and the disruption and uncertainty created for key technical employees in the face of the unsolicited offer, the board of directors of Rockgate, after careful consideration of all relevant factors, including the terms and conditions of the unsolicited offer, properly concluded that the grant of the incentive stock options and the entering into of the retention agreements were in the best interests of Rockgate.

The board of directors of Rockgate is continuing its efforts to review the unsolicited offer relative to other potential strategic alternatives that may be available to Rockgate. A number of parties have expressed interest in a potential transaction with Rockgate. For these and other reasons, the board requires more time to assess the adequacy of the Denison offer and to negotiate with third parties to maximize Rockgate shareholder value.

Tendering Rockgate shares to the Denison offer before the board of directors has had an opportunity to fully explore all available strategic alternatives may preclude the emergence of a financially superior proposal and an alternative transaction.

There is no need for shareholders to do anything at this time. The Denison offer is open for acceptance until Oct. 25, 2013. The board of directors of Rockgate fully intends to communicate further with shareholders on a timely basis, and in any event no later than seven days before the expiry date, regarding its recommendation with respect to the Denison offer.

Shareholders are advised not to tender to the Denison offer at this time.

We seek Safe Harbor.

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