Rockgate Establishes Effective Date for Spin-Out of Northrock Resources Inc.admin
Friday, August 22nd 2008
Rockgate Capital Corp. announce that the effective date for the completion of the Plan of Arrangement between the Company and Northrock Resources Inc. will be August 29, 2008. The effective date is the date on which the Arrangement will become legally effective.
Under the rules of the TSX Venture Exchange, Rockgate common shares will commence trading “ex-dividend” with respect to the Northrock common shares and share purchase warrants to be distributed under the Arrangement on the opening of trading on August 27, 2008. Accordingly, the last opportunity for investors to purchase Rockgate common shares in order to participate in the spin-out of Northrock will be immediately prior to the close of trading on August 26, 2008.
The record date for the purpose of determining the shareholders of Rockgate who will be entitled to receive common shares and share purchase warrants of Northrock pursuant to the terms of the Arrangement will be the same as the effective date, August 29, 2008 (the “Record Date”). Shareholders of Rockgate as of the Record Date will be issued one (1) common share and one share purchase warrant of Northrock for each three (3) common shares of Rockgate held. Each Northrock share purchase warrant will entitle the holder to purchase one additional Northrock common share at an exercise price of $0.75 for a period expiring on the earlier of: (i) 24 months from the date on which the Northrock shares and warrants are conditionally accepted for listing on the TSX Venture Exchange; and (ii) March 31, 2011. New certificates representing the Northrock shares and Northrock share purchase warrants will be sent to shareholders on or about September 5, 2008. Certificates will not be issued for fractional shares or warrants. Fractions will be resolved by rounding down. The Company’s common shares will continue to trade on the TSX Venture Exchange under the symbol “RGT”. Complete details of the Plan of Arrangement are contained in the Company’s Information Circular (the “Circular”) dated as of July 3, 2008 which is available for review on SEDAR.