VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 11/22/13 -- Rockgate Capital Corp. ("Rockgate" or the "Company") (TSX: RGT) announced today that Messrs. Doug Ford, Edward Ford, Allen Ambrose, Gord Neal and Phil Williams resigned from its board of directors. Messrs. Ron Hochstein, William Rand, W. Robert Dengler and Ms. Catherine Stefan, all current directors of Denison Mines Corp., were appointed to fill the resulting vacancies. Messrs. Karl Kottmeier and Bryan Hyde will remain on the board to aid in the Falea project transition. The Company also received resignations from Messrs. Karl Kottmeier, Doug Ford and Kirk Gamely in their capacities as officers of the Company. Accordingly, Messrs. Ron Hochstein (President and CEO), William Rand (Chairman) and David Cates (Chief Financial Officer) and Ms. Sheila Colman (Corporate Secretary) have been appointed as officers of the Company. Rockgate wishes to thank the departing directors and officers for their contributions to the Company.
On November 18, 2013, Denison announced that approximately 100,541,657 common shares of Rockgate had been validly deposited to Denison's offer to acquire all of the outstanding shares of Rockgate (the "Offer"). Denison has taken up and accepted for payment all of such shares, representing approximately 86% of the outstanding shares. Denison has extended its Offer until 4:00 p.m. (Toronto time) on November 29, 2013, in order to allow Rockgate shareholders an additional opportunity to tender to the Offer. Denison has determined that this will be the final extension of its Offer. If Denison is successful in acquiring 90% of the Rockgate common shares, it intends to acquire all the remaining shares by way of a compulsory acquisition. If the compulsory acquisition procedure is not available to Denison, it will pursue a subsequent acquisition transaction by way of amalgamation or other corporate reorganization so as to acquire the Rockgate common shares not deposited to the Offer.
Denison's Offer remains open for acceptance. Rockgate shareholders requiring assistance in order to accept Denison's offer may contact Denison's Information Agent, Laurel Hill Advisory Group toll free at, 1-877-452-7184 (1-416-304-0211 collect outside North America) or by email at firstname.lastname@example.org.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: This news release contains "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" as such term is defined in applicable Canadian securities laws (together referred to herein as "forward-looking statements"). Except for statements of historical fact relating to Rockgate, information contained herein constitutes forward-looking statements. Forward-looking statements are characterized by words such as "plan", "will", "expect", "anticipate", "believe", or "intend". Such forward-looking statements may include, without limitation, statements regarding the likelihood that the Denison Offer will be successfully completed and other statements that are not historical facts. While such forward-looking statements are expressed by Rockgate, as stated in this release, in good faith and believed by Rockgate to have a reasonable basis, they are subject to important risks and uncertainties including, without limitation, changes in applicable laws or regulations, which could cause actual results to differ materially from future results expressed, projected or implied by the forward-looking statements. As a result of these risks and uncertainties, the Denison Offer could be modified, restructured or not be completed, and the results or events predicted in these forward-looking statements may differ materially from actual results or events. These forward-looking statements are not guarantees of future performance, given that they involve risks and uncertainties. Although Rockgate has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that could cause actions, events or results not to be anticipated, estimated or intended. Rockgate undertakes no obligation to update forward-looking statements if circumstances or management's estimates, assumptions or opinions should change, except as required by applicable law. The reader is cautioned not to place undue reliance on forward-looking statements.
Rockgate Capital Corp.
President and Chief Executive Officer