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