Denison Take Over Offer for Rockgate Capital Corp.
On September 19, 2013, Denison Mines Corp. formally commenced its takeover bid to acquire all of the outstanding shares of Rockgate Capital Corp. in exchange for shares of Denison. Denison is offering to exchange each Rockgate common share for 0.192 of a common share of Denison.
On October 18, 2013, the Board of Directors of Rockgate endorsed Denison's offer and recommended that all shareholders tender their shares to Denison's offer. Denison's offer expired on December 6, 2013. A total of 104,852,532 Rockgate shares were deposited to Denison's offer, representing 89% of Rockgate's outstanding capital.
On January 17 Denison announced the closing of the previously announced acquisition of Rockgate Capital Corp. ("Rockgate") by way of plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement"). The Arrangement was approved at a special meeting of Rockgate securityholders on January 15, 2014 and by the Supreme Court of British Columbia on January 16, 2014.
Pursuant to the Arrangement, Denison acquired all of the issued and outstanding common shares of Rockgate not previously owned by it for 0.192 of a Denison common share for each Rockgate common share acquired. In addition, pursuant to the Arrangement all Rockgate stock options terminated effective January 17.
Rockgate shareholders who have not yet done so are encouraged to tender any remaining Rockgate shares by contacting Computershare Investor Services Inc. toll free at 1-800-564-6253 or by email at corporateactions@computershare.com. Any Rockgate shares that have not been surrendered, with all other documents required by the Computershare, on or before the third anniversary of the closing of the Arrangement, will cease to represent any claim against or interest of any kind or nature in Rockgate or Denison. Accordingly, Rockgate shareholders who tender certificates after the third anniversary of the effective date of the Arrangement will not receive shares of Denison, will not own any interest in Denison, and will not be paid any cash or other compensation.
