Rapier Gold Inc.
TSX VENTURE : RPR

Rapier Gold Inc.

November 29, 2013 16:27 ET

Rapier Gold Inc. Announces $550,000 Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Nov. 29, 2013) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Rapier Gold Inc. (TSX VENTURE:RPR) (the "Company") is pleased to announce it has arranged a non-brokered private placement of flow through and non-flow through units on a best efforts basis at a price of $0.065 per Flow Through Unit (the "FT Unit") and $0.05 per Non-Flow Through Unit (the "NFT Unit") for aggregate proceeds of a maximum of $550,000 (the "Offering").

Each FT Unit or NFT Unit will consist of one common share and one non-transferable common share purchase warrant. Each warrant will entitle the holder to purchase one common share at an exercise price of $0.10 for 12 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. Should the Company's Shares trade on the TSX Venture Exchange at a weighted average price of greater than $0.15 for any ten consecutive trading day period the Company may, on written notice to the holders of the Warrants, reduce the exercise period of the Warrants to a date that is not less than 30 days from the date of the notice. It is anticipated that the maximum shares issued will be 9,500,000. 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 on or before December 27, 2013. 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 proceeds from the issuance of the FT Units will qualify as Canadian exploration expenses which will be renounced to investors no later than December 31, 2013. The Company intends to use the net proceeds of the Offering primarily for expenditures on the Company's Pen Gold Project, located 75 km south west of Timmins, Ontario, and 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.

Pen Gold Project Summary

  • Rapier's activities are focused on exploring for gold on the Pen Gold Project which comprises 16,448 hectares (approximately 160 sq km), 75 km southwest of Timmins, Ontario, in close proximity to the western extension of the Porcupine-Destor Deformation (Fault) Zone, one of the most productive gold structures in the world.

  • In May, Rapier completed a thirteen hole drill program of 4,350 m, focused on four key areas of the project; Westgate Area, Porphyry Hill Area, Midway Area and Talc Mine Area. Details are outlined in Rapier's press releases dated June 24, 2013 and July 25, 2013.

  • In June, complete LIDAR coverage was flown over the Pen Gold South area and results were received in mid-July. The LIDAR base maps are used in prospecting and mapping as guides to locate areas of rock outcrop, avoidance of swamps and general access.

  • Between July and the end of September, Rapier completed mapping and prospecting over approximately 4,100 hectares, or approximately 25%, of the property. That worked resulted in the identification of three new trends;

    • The Westgate Trend extending approximately 3.5 km east west from the two holes drilled at Westgate,

    • The Porphyry Hill Trend extending 2km east of the one hole drilled at Porphyry Hill, and

    • The Nib Yellowknife Area located 2km south of the Talc Mine Area

Results from this work were outlined in Rapier's press releases dated September 5, 2013 and October 7, 2013.

ON BEHALF OF THE BOARD OF DIRECTORS

Roger Walsh, President & CEO

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.

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.

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