NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, BC - Rapier Gold Inc. (TSX-V: RPR)
(the "Company") announces a non-brokered private placement of non-flow through units on a best efforts basis at a price of $0.05 per Non-Flow Through Unit (the "NFT Unit") for aggregate proceeds of up to $250,000 (the "Offering").
Each NFT Unit will consist of one common share and one non-transferable common share purchase warrant. Each whole warrant will entitle the holder to purchase one common share at an exercise price of $0.10 for 24 months following completion of the Offering. The Company reserves the right to increase the size of the private placement or to modify the type, nature and/or price.
The financing may be closed in multiple tranches, with a final closing anticipated on approximately February 12, 2015. The Offering is subject to certain conditions, including approval of the TSX Venture Exchange. The Company may pay finders' fees in accordance with the policies of the TSX Venture Exchange. The shares will be subject to a statutory four month hold period.
The Company intends to use the net proceeds of the Offering for general working capital.
Certain directors and officers of the Company intend to acquire securities under the private placement. Any such participation would be considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any shares issued to, or the consideration paid by such persons, will exceed 25% of the Company's market capitalization.
The Company also announces it has entered into debt settlement agreements with creditors of the Company to settle $125,000 in debt through the issuance of 2,500,000 shares at a deemed price of $0.05 per share, subject to regulatory approval. These shares will also be subject to a four month hold period.
The Company has granted 960,000 stock options to Directors, Officers, Employees and Consultants of the Company at an exercise price of $0.15. These options are subject to regulatory approval and are for a five year term and, unless exercised, will expire on January 23, 2020.
Pen Gold Project Summary
Current market conditions and financial constraints have resulted in the Company evaluating various options to advance the next stages of work including joint ventures and strategic alliances with senior mining companies.
ON BEHALF OF THE BOARD OF DIRECTORS
Roger Walsh, President & CEO
Contact: Roger Walsh
Phone: (604) 617-1627
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.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. he securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or the securities laws of any state of the United States and may not be offered or sold within the United States or to, or for the account or the benefit of, any person in the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.
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 private placement and Company's planned exploration activities, that the Company is able to complete the private placement, 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 the private placement will not be completed, 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 law.