Rapier Gold Inc. Reports Listing on the TSXV, Closing the Share Purchase
Agreement With Rio Tinto plc for Pen North Gold Project, and
Strategic Alliance With Aurico Gold Inc.
VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 03/12/13 -- Rapier
Gold Inc. (TSX VENTURE:RPR) (the "Company") is pleased to announce
listing on the TSXV and the closing of the share purchase agreement
with two subsidiaries of Rio Tinto plc, which control rights to all
non-talc minerals on mineral claims, referred to as the Pen Gold
North Project. The Pen Gold North Project is approximately 5,600
hectares in area and some of the claims are held through a lease and
sublease with IMERYS, and consolidates a total area of 16,448
hectares, (approximately 160 sq km) located 75 km south west of
Timmins, Ontario, on the western extension of the Porcupine-Destor
Deformation (Fault) Zone, one of the most productive gold structures
in the world, which has produced over 70 million ounces of gold.
Rapier has also completed three other significant transactions;
-- Executed the License and Option Agreement with Rogue Iron Corp. to
explore for gold on the Pen Gold South property, which totals
approximately 10,848 hectares, with an option to purchase those claims
should certain conditions be met. These claims are part of a contiguous
block with the Pen Gold North claims.
-- Closed two private placement financings raising an aggregate of
-- Closed a third private placement with AuRico Gold Inc. ("AuRico")
(www.auricogold.com) for an additional $1,410,000, which resulted in
AuRico owning approximately 19.9% of Rapier (the "AuRico Private
On closing the AuRico Private Placement, AuRico acquired beneficial
ownership of 4,700,000 units (each, a "Unit") of the Company, at a
price of $0.30 per Unit, for aggregate consideration to the Company
of $1,410,000. Each Unit was comprised of one common share in the
capital of the Company (each, a "Common Share") and one half of one
Common Share purchase warrant of the Company (each whole warrant, a
In connection with the closing of the AuRico private placement, the
Company entered into an investor rights agreement with AuRico, which
provides AuRico with certa
in rights, subject to the terms and
conditions of the agreement, including the right to: (i) participate
pro rata in subsequent equity offerings by the Company to maintain
its shareholdings; (ii) a right of first refusal on the transfer by
the Company of its interest in the Pen Gold Project; (iii) certain
standstill restrictions; (iv) certain exclusivity rights in favour of
AuRico with respect to transactions involving the Company and the Pen
Gold Project; and (v) appoint one member to the Company's technical
Prior to the completion of the private placement, AuRico did not
beneficially own or exercise control or direction over any securities
of the Company. Following completion of the private placement, AuRico
beneficially owns 4,700,000 Common Shares and 2,350,000 Warrants.
This represents approximately 19.9% of the issued and outstanding
Common Shares of the Company on an undiluted basis, or approximately
27.2% on a partially diluted basis, assuming full exercise of the
2,350,000 Warrants, and that no other party exercises warrants or
options. The private placement was a private transaction outside of
any market or other facility and the Units acquired by AuRico were
acquired for investment purposes. Subject to the standstill provision
in the investor rights agreement between AuRico and the Company,
AuRico may, in the future, increase or decrease its ownership of
securities in the Company, from time to time depending upon the
business and prospects of the Company and future market conditions.
Pen Gold Project:
The combination of Pen Gold North and Pen Gold South properties
comprise 16,448 hectares (approximately 160 sq km) located on the
western extension of the Porcupine-Destor Deformation (Fault) Zone,
one of the most productive gold structures in the world that has
produced over 70 million ounces. Refer to Appendix 1 for the map of
the Pen Gold Project.
"We are delighted to conclude the Pen North Gold Project acquisition
and to enter into the strategic relationship with AuRico to explore
this very large and under-explored land position," stated Roger
Walsh, Rapier's President and CEO.
Rapier's initial exploration work will be comprised of three stages
to be conducted between March and August 2013:
Commencement of an initial drill program, totaling approx. 5,500 m,
focused in four areas of the Pen North Gold Project:
-- Porphyry Hill Area. A new target area located approx. 4 km west of
drilling completed by Rio Tinto, which discovered gold in the vicinity
of the Talc Mine. In November 2012, Rapier completed overburden
stripping, mapping and channel sampling on 14 areas and identified two
-- Talc Mine Area. Approximately 8 holes will be drilled in this area to
expand the historical drilling results achieved by Rio Tinto plc.
-- Westgate Area. An area approx. 2 km north of the Talc Mine, where
historical grab samples ran up to 4.8 g/t.
-- Midway Area. The Midway area is located between the Talc Mine and
Westgate and is under a swamp so drilling will occur if frozen
conditions remain at site.
2. Target Definition
Approximately six high priority target areas have been identified and
once snow clears, Rapier will conduct preliminary reconnaissance to
determine which warrant clearing, trenching and channel sampling.
3. Reconnaissance Program:
In the summer Rapier will commence a broad reconnaissance program
over the combined land position to identify further areas for
On March 8, 2013 Rapier issued 50,000 shares to the vendors of the
Pen Gold East property ("Jubilee Claims"), which form the eastern
border of Rapier's claims. These shares are subject to a four month
hold period expiring July 9, 2013, under applicable securities laws.
Consideration for the Pen Gold East property consists of $260,000 and
250,000 shares payable over four years. There is a 2% net smelter
royalty, one-half of which (1%) may be purchased for $2,000,000.
For the purposes of regulatory disclosure, AuRico's address is 110
Yonge Street, Suite 1601, Toronto, Ontario M5C 1T4.
ON BEHALF OF THE BOARD OF DIRECTORS
Roger Walsh, President & CEO
Cautionary Note Regarding Forward-Looking Statements: Certain
disclosure in this release constitutes forward-looking statements. In
making the forward-looking statements in this release, the Company
has applied certain factors and assumptions that are based on the
Company's current beliefs as well as assumptions made by and
information currently available to the Company, including that the
Company is able to obtain any government or other regulatory
approvals required to complete the Company's planned exploration
activities, that the Company is able to procure personnel, equipment
and supplies required for its exploration activities in sufficient
quantities and on a timely basis and that actual results of
exploration activities are consistent with management's expectations.
Although the Company considers these assumptions to be reasonable
based on information currently available to it, they may prove to be
incorrect, and the forward-looking statements in this release are
subject to numerous risks, uncertainties and other factors that may
cause future results to differ materially from those expressed or
implied in such forward-looking statements. Such risk factors
include, among others, that actual results of the Company's
exploration activities will be different than those expected by
management and that the Company will be unable to obtain or will
experience delays in obtaining any required government approvals or
be unable to procure required equipment and supplies in sufficient
quantities and on a timely basis. Readers are cautioned not to place
undue reliance on forward-looking statements. The Company does not
intend, and expressly disclaims any intention or obligation to,
update or revise any forward-looking statements whether as a result
of new information, future events or otherwise, except as required by
To view Appendix 1, click on the following link:
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
Rapier Gold Inc.
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