Concerned Shareholder Encourages Shareholders of Rapier Gold to Save Their Investment and Vote for Change

  • Delbrook files Concerned Shareholder proxy materials
  • Entrenched Management and Board has destroyed value and put the Pen Gold Project and the Corporation at great risk
  • Defend Rapier and your investment by voting the YELLOW proxy to support change

VANCOUVER, March 13, 2017 /CNW/ - Delbrook Capital Advisors Inc. ("Delbrook" or the "Concerned Shareholder"), announces the release of the Concerned Shareholder proxy materials and encourages shareholders to support change at Rapier Gold Inc. ("Rapier" or the "Corporation") (TSX Venture: RPR) by voting their YELLOW proxy.

Delbrook controls approximately 17% of the total outstanding common shares (the "Shares") of Rapier, 2.25 times more than the amount owned by insiders and is therefore the largest advocate for ALL shareholders.  As a fellow Shareholder of Rapier who owns the same class of Shares as you, Delbrook's interests are aligned with yours and intrinsically motivated to maximize value for ALL shareholders of Rapier ("Shareholders").

The entrenched management and board of directors (together the "Entrenched Management and Board")  are not acting in the best interest of Shareholders  and have continued to stonewall any and all attempts to create value.  Instead, they continue to choose a course beneficial to their own self-interests versus acting as strong fiduciaries of the Corporation for its Shareholders.  Simply put, the track record of the Entrenched Management and Board is a perfect example of how not to manage the business affairs of a public company.  In evaluating the performance of the Entrenched Management and Board, Shareholders must keep in mind that they:

  • ignored numerous opportunities to reward Shareholders with a sale of the Corporation at a significant premium, deciding instead to dilute Shareholders by over 300% in the last three years;
  • oppressed Shareholders by attempting a private placement (the "Self-Serving Private Placement") which would have seen the diluted share count expand over 70%;
  • disrespected Shareholder democracy by moving the record date for the Meeting in order to allow exclusive subscribers of the Self-Serving Private Placement to vote their Shares in support of the Entrenched Management and Board;
  • refused less dilutive financing alternatives, including a superior bought deal financing and demanded support agreements which serve only to cement Management's position; and
  • depleted the Corporation's treasury by:
    • paying the Independent Committee $67,500 in "consulting fees" related to a value maximizing transaction only to summarily reject it; and
    • increasing compensation for management by 106.6% vs. the same period last year when Rapier is currently strapped for cash.

    DO NOT ALLOW THE ENTRENCHED MANAGEMENT AND BOARD TO CONTINUE DESTROYING RAPIER
    THEY HAVE PLACED YOUR INVESTMENT AT GREAT RISK

    VOTE THE YELLOW PROXY TO SUPPORT THE CONCERNED SHAREHOLDER AND THEIR PLAN TO MAXIMIZE VALUE FOR ALL

    Delbrook believes the Pen Gold Project has substantial exploration potential and significant value can be unlocked if stronger, more experienced leadership is put in place.  Therefore, we are nominating four new independent, experienced and highly qualified individuals with proven track records, namely Darren Blasutti, Paul Parisotto, David Lotan, and Lorie Waisberg (the "Shareholder Nominees"), to replace the four complacent individuals nominated by management for election at Rapier's upcoming Annual General Meeting of Shareholders to be held on Thursday, March 30, 2017 (the "Meeting").

    IT IS TIME FOR SHAREHOLDERS TO COME FIRST

    VOTE THE YELLOW PROXY TODAY

    Concerned Shareholder's Proxy Circular

    Further information relating to the Shareholder Nominees and other important information on voting is set out in the Concerned Shareholder's proxy circular (the "Concerned Shareholder's Circular") that has been mailed to Shareholders. The materials have also been filed on SEDAR at www.sedar.com and posted at www.delbrookcapital.com/rapier-gold, or they can be requested by contacting the Concerned Shareholder's proxy solicitation agent, Laurel Hill Advisory Group at the contact details provided below.

    The Concerned Shareholder urges you to review the Concerned Shareholder's Circular and vote the YELLOW proxy form or YELLOW voting instruction form (together the "YELLOW Proxy"), accompanying the Concerned Shareholder's Circular. Your support is important for the future of your investment in Rapier.

    How to Vote

    Due to the essence of time, Shareholders are encouraged to vote online, by telephone or by fax as set out in the Concerned Shareholder's Circular and voting materials. DO NOT use the proxy or voting instruction form, as applicable, that was provided by Management. Shareholders are urged to discard that proxy or voting instruction form and follow the instructions on the YELLOW Proxy, and submit it by March 28, 2017 at 9:00 AM (Pacific Time) in order to ensure that your vote for change is counted at the Meeting.

    If you have already voted using Management's proxy form or voting instruction form but wish to support the Concerned Shareholder, simply vote using the YELLOW Proxy. A later dated YELLOW Proxy will supersede a previously submitted vote.

    Shareholders who require assistance with voting or have questions should immediately contact Laurel Hill Advisory Group at 1-877-452-7184 toll-free (416-304-0211 collect), or by email at assistance@laurelhill.com.

    About Delbrook Capital Advisors
    Delbrook Capital Advisors Inc. is an independent investment manager which focuses on alternative strategies and is the largest Shareholder of the Corporation. Delbrook Capital Advisors Inc. manages the Delbrook Resource Opportunities Fund, an alternative investment fund, focused on identifying and investing in unique growth opportunities within the metals and mining sector.

    As of the date hereof, the Concerned Shareholder controls 12,500,000 Shares, representing approximately 17% of the issued and outstanding Shares and over 2.25 times more than the amount owned by insiders.

    To learn more about Delbrook Capital Advisors please visit www.delbrookcapital.com.

    Proxy Solicitation
    Proxies for the Meeting will be solicited by or on behalf of the Concerned Shareholder pursuant to the Concerned Shareholder's Circular. Proxies may be solicited by mail, telephone or other electronic means, as well as by way of public broadcast, including press release, speech or publication and any other manner permitted under applicable law. The Concerned Shareholder has retained Borden Ladner Gervais LLP as their legal advisor and Laurel Hill Advisory Group as their proxy solicitation agent.

    Proxies are being solicited and the Concerned Shareholder's Circular is being provided by and on behalf of the Concerned Shareholder, in its capacity as a shareholder, and is NOT being provided by or on behalf of the Board or Management of the Corporation.

    Except as otherwise disclosed in the Concerned Shareholder's Circular or any documents referenced therein, to the knowledge of the Concerned Shareholder, the Concerned Shareholder, any of the Proposed Nominees or any of their associates or affiliates has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting.

    Further Information or Assistance
    For more information or if you require assistance with voting, please contact Laurel Hill Advisory Group, proxy solicitation agent for the Concerned Shareholder, at:

    Laurel Hill Advisory Group
    North America Toll Free:  1-877-452-7184
    Collect Calls Outside North America: 1-416-304-0211
    Email:  assistance@laurelhill.com

    SOURCE Delbrook Capital Advisors Inc.


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