Certain members of management, directors and key shareholders of Mega and Rockgate, including Pinetree Capital Ltd. (in respect of Mega), have expressed their willingness to enter into support agreements with the companies to, among other things, vote their common shares of the companies in favour of the matters relating to the Merger.
Subject to the execution of the definitive agreement and satisfaction of all closing conditions, the Merger is expected to be completed in September 2013.
ADVISORS AND LEGAL COUNSEL
Dundee Capital Markets is acting as financial advisor and Blake, Cassels & Graydon LLP is acting as legal counsel to Rockgate and its Board of Directors.
Additional information about Mega Uranium Ltd. and Rockgate Capital Corp. is available by visiting Mega's website at www.megauranium.com or Rockgate's website at www.rockgatecapital.com or under their profiles on SEDAR at www.sedar.com.
National Instrument 43-101 - Standards for Disclosure for Mineral Projects
Stewart Taylor, B.Sc., Mega's President, is Mega's Qualified Person for the purposes of National Instrument 43-101 and has reviewed and approved the technical contents of this release under the heading "Australian Assets". Bryan Hyde, C.Eng., B.Sc., MIMMM, a Director of Rockgate, is Rockgate's Qualified Person for the purposes of National Instrument 43-101 and has reviewed and approved the technical contents of this release under the heading "Falea".
This news release may use the terms "measured", "indicated" and "inferred" as these terms are defined under Canada's National Instrument 43-101. U.S. investors are advised that, while such terms are recognized and required by Canadian regulations, they are not recognized by the United States Securities and Exchange Commission ("SEC") and may not be comparable to similar information for United States mining or exploration companies. As such, certain information contained on this news release concerning descriptions of mineralization and resources under Canadian standards is not comparable to similar information made public by United States companies subject to the reporting and disclosure requirements of the SEC. U.S. investors are cautioned not to assume that any part or all of the mineral deposits described in these categories will ever be converted into proven or probable reserves, as defined in the SEC's Industry Guide No. 7.
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 Mega or Rockgate, information contained herein constitutes forward-looking statements. Forward-looking statements are characterized by words such as "plan," "expect", "budget", "target", "project", "intend," "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements in this news release include, but are not limited to, statements relating to completion of the combination of Mega and Rockgate and the expected timing of completion, statements regarding the anticipated completion date of a pre-feasibility study regarding the Falea project, statements regarding the cash balance of the combined company at closing, statements regarding the expected benefits to Mega shareholders and Rockgate shareholders of the proposed transaction and statements regarding the sufficiency of the combined company's capital to advance the Falea project through its pre-feasibility study.
Forward-looking statements are based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made, and are inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These factors include (i) that Mega and Rockgate will complete the proposed transaction described herein, (ii) political developments, whether generally or in respect of the mining industry specifically, in western Africa and Australia not consistent with Mega and Rockgate's current expectations, (iii) Mega's and Rockgate's expectations in connection with the projects discussed herein being met, (iv) the impact of general business and economic conditions, global liquidity and credit availability on the timing of cash flows and the values of assets and liabilities based on projected future conditions, fluctuating metal prices and currency exchange rates, (v) the value that the combined company will realize from its portfolio of advanced resource equity positions, (vi) changes in project parameters as plans continue to be refined,(vii) the continued employment of key Mega and Rockgate employees, as well as those risk factors discussed or referred to in Mega's and Rockgate's respective annual Management's Discussion and Analysis and Annual Information Form for their respective most recently completed year ends filed with the applicable securities regulatory authorities and available at www.sedar.com. Although Mega and Rockgate have 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 cause actions, events or results not to be anticipated, estimated or intended.
There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Neither Mega nor Rockgate undertakes any 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. The forward-looking information contained herein is presented for the purpose of assisting investors in understanding Mega's and Rockgate's expected financial and operational performance and results as at and for the periods ended on the dates presented in their respective plans and objectives and may not be appropriate for other purposes.
Mega Uranium Ltd.
Executive Vice-President, Corporate Affairs
Rockgate Capital Corp.
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