Rapier Gold Inc.
TSX VENTURE : RPR

Rapier Gold Inc.

July 27, 2016 09:00 ET

Rapier Gold Inc. Announces Private Placement, Closes First Tranche

VANCOUVER, BRITISH COLUMBIA--(Marketwired - July 27, 2016) -

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 that it has arranged a non-brokered private placement of non-flow through units (the "NFT Units").

The NFT units will be offered at a price of $0.05 and include a non-transferable common share purchase warrant that entitles the holder to purchase one common share at an exercise price of $0.08 for a period of 24 months. Total gross proceeds are anticipated to be up to $500,000. The company reserves the right to increase the size of the private placement or to modify the type, nature and/or price of the units for any reason. The offering and any modification to it are subject to compliance with applicable securities laws and approval of the TSX Venture Exchange. The company may pay finders' fees in accordance with the policies of the TSX Venture Exchange, and the shares will be subject to a statutory four-month hold period. The proceeds from the issuance of the NFT Units will be used by the issuer for general working capital.

Closing of first tranche

The Company is pleased to announce that, subject to regulatory approval, it has completed the first tranche of its private placement and raised $375,500 through the issuance of 7,510,000 non-flow through units, consisting of 7,510,000 shares and 7,510,000 warrants with an expiry date of July 27, 2018. Finder's fees on this tranche are payable as to $22,925, and 458,500 compensation warrants at an exercise price of $0.08 cents, and an expiry date of July 27, 2017. All shares and warrants issued in this tranche are subject to a four-month hold period expiring November 28, 2016.

Certain directors and officers of the Company have acquired securities under the private placement. Such participation is 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

The Company's activities are exclusively focused on exploring the Pen Gold Project, comprising approximately 16,400 hectares (approximately 160 sq km) located on Highway 101, 75 km south west of Timmins, Ontario. Appendix 1. The project is approximately 45 km southwest of Tahoe Resources Timmins West Mine and the recently discovered 144 Exploration Area.
Tahoe Resources (former Lakeshore Gold) are conducting an extensive exploration program on 144 Exploration Area, which is outlined in a very comprehensive section of the company's website http://www.lsgold.com/Mines-Projects-Properties/Review-of-Properties/Timmins-West-complex/144-Gap-Zone-Discovery/default.aspx
The Pen Gold Project is located approximately 85 km northeast of Goldcorp's Borden Gold Project. In March 2015 Goldcorp acquired this project in the takeover of Probe Mines for $526 million. Goldcorp are actively advancing the Borden Gold Project as a source of ore for the 11,000 tpd Dome Mill, located 160 km away in Timmins. Appendix 1 shows the locations of the 144 Exploration Area and Borden Gold projects in relation to Pen Gold Project.
The Pen Gold Project appears to be on the western extension of the Porcupine-Destor Fault Zone (PDFZ), one of the most productive gold structures in the world. This fault zone extends east into Quebec and hosts many of the largest and most famous gold mines in Canada. The Timmins Camp has produced approximately 72.5 million ounces to date.
Probe Metals recently acquired the Ivanhoe Project located to the west of Rapier's Pen Gold Project and the West Porcupine and Ross Properties to the east of the Pen Gold Project. The location of these properties in relation to Pen Gold Project is outlined in Appendix 1.

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.

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. The 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 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 financing, 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.

To view Appendix 1: Location of Pen Gold Project between Tahoe Resources (Lake Shore Gold) 144 Project and Goldcorp's Borden Project, please visit the following link: http://media3.marketwire.com/docs/1063977-A1.pdf

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