Delta Exploration Inc.

Published : December 19th, 2008

enter into a Combination Agreement

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Rockgate and Delta enter into a Combination Agreement

 

Vancouver, British Columbia, December 19, 2008 - Further to their joint news release dated November 10, 2008, Rockgate Capital Corp. (TSX Venture: RGT) ("Rockgate") and Delta Exploration Inc. (TSX Venture: DEV) ("Delta") are pleased to announce that they have entered into a definitive combination agreement dated December 17, 2008 (the "Combination Agreement") pursuant to which Rockgate has agreed to acquire all of the issued and outstanding securities of Delta (the "Transaction"). Delta is a mining exploration company and Rockgate's joint venture partner in respect of the Falea uranium property in Mali, West Africa.

Pursuant to the Transaction, Delta shareholders will receive 0.50 of a common share of Rockgate for each Delta common share held. In addition, all holders of options, warrants and other rights to acquire shares of Delta will receive the right to acquire 0.50 of a common share of Rockgate in lieu of each share of Delta on the same other terms and conditions of such options, warrants and other rights to acquire shares of Delta, subject to adjustment for fractional shares in the manner provided for by the Combination Agreement.

Delta has called for an annual general and special meeting of its shareholders on January 15, 2009 to, among other things, approve the Transaction. The Supreme Court of British Columbia granted an interim order on December 18, 2008 approving the calling of the meeting, among other things. Delta expects to seek a final order of the court approving the arrangement upon receipt of shareholder approval on or about January 16, 2009. An Information Circular prepared in connection with the January 15, 2009 meeting of Delta's shareholders, which includes details with respect to the Transaction as well as a copy of the Combination Agreement, has been filed with regulators and is available for viewing through the Internet at the Canadian System for Document Analysis and Retrieval (SEDAR) at www.sedar.com.

Forward-looking statements

This press release contains "forward-looking statements". These statements relate to future events or future realities and reflect Rockgate's and Delta's expectations regarding the Transaction, and the future realities, results of operations, business prospects and opportunities of each of Rockgate and Delta. These forward-looking statements reflect Rockgate's and Delta's current internal projections, expectations or beliefs and are based on information currently available to Rockgate and Delta, respectively. In some cases forward-looking statements can be identified by terminology such as "may", "will", "should", "expect", "intend", "plan", "believe", "potential" or the negative of those terms or other comparable terminology. A number of factors could cause actual events or realities to differ materially from those discussed in the forward-looking statements. Although Rockgate and Delta believe that the forward-looking statements contained in this press release are based on reasonable assumptions, readers cannot be assured that actual realities will be consistent with such statements. Accordingly, readers are cautioned against placing undue reliance on forward-looking statements. Unless otherwise required by applicable securities laws, both Rockgate and Delta expressly disclaim any intention and assume no obligation to update or revise any forward-looking statements in the event that respective beliefs, estimates or opinions, or other factors, should change, whether as a result of new information, future events or otherwise.

For further information on Rockgate contact Karl Kottmeier, President of Rockgate Capital Corp., at (604) 678 8941.

ON BEHALF OF THE BOARD OF DIRECTORS OF
ROCKGATE CAPITAL CORP.

Signed
_______________________
Karl Kottmeier
President

For further information on Delta, please contact James Gillis, President, at 250-828-2878.


ON BEHALF OF THE BOARD OF DIRECTORS OF
DELTA EXPLORATION INC.

Signed
_______________________
James Gillis
President


The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction and neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

You can also view this News Release on our website at:
http://www.deltaexploration.com/s/NewsReleases.asp?ReportID=332442

 

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Delta Exploration Inc.

CODE : DEV.V
CUSIP : 24763R
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Delta Expl. is a exploration company based in Canada.

Delta Expl. is listed in Canada. Its market capitalisation is CA$ 3.9 millions as of today (US$ 3.0 millions, € 2.3 millions).

Its stock quote reached its highest recent level on December 28, 2007 at CA$ 3.29, and its lowest recent point on December 24, 2008 at CA$ 0.05.

Delta Expl. has 27 746 000 shares outstanding.

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Annual reports of Delta Exploration Inc.
2008 Annual report
Project news of Delta Exploration Inc.
12/3/2008(Telwa Gada)to Fly Airborne Magnetics-Radiometrics at Telwa-Gada U Proje...
10/1/2008(Falea)0.20% U308 over 9.0 metres and 1,198 grams/tonne Ag over 3.6...
9/24/2008(Falea)0.20% U308, 1.27% COPPER AND 25.20 G/TONNE SILVER OVER 3.2 M...
5/28/2008North Zone Assay Results From Diamond Drilling at U-Ag-Cu Fa...
5/21/2008(Falea)DIAMOND DRILLING INTERSECTS 0.31% U308 AND 1,652.3 g/tonne S...
1/15/2008(Manalo)Hits 29.07g/t Gold Over 6 Metres, Drill Hole Ends in Mineral...
Corporate news of Delta Exploration Inc.
1/26/2009Receives Approval of Rockgate's Acquisition of Delta Securit...
12/19/2008 enter into a Combination Agreement
11/11/2008Rockgate Capital to acquire Delta Exploration
9/26/2008New Uranium Zone discovered east of the North and Central Zo...
9/23/2008commences arbitration proceedings against Rockgate Capital C...
7/9/2008Drills 15.6 g/t Au over 16.0m at Manalo
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