- Transaction Pursued while Market Unaware of Possible New
Discovery
- Significant Concerns with Process Surrounding Transaction
VANCOUVER, Jan. 30, 2018 /CNW/ - Dr. John Blake, Mr. Daryl
Hodges and Mr. Roger Walsh,
each a former director and a shareholder of Rapier Gold Inc.
("Rapier" or the "Company") today announced their
strong opposition to the proposed transaction involving Rapier and
GFG Resources Inc. on the basis of significant concerns with the
process surrounding the negotiation and approval of the proposed
GFG Transaction.
Mr. Walsh, the former CEO and director of Rapier explained: "We
believe that the proposed GFG Transaction may have been negotiated
during a period in which Rapier's share price was artificially
depressed by the failure of Rapier's current board to press release
material information regarding Rapier's most recent exploration
program. Accordingly, we are very concerned that the proposed
GFG Transaction may not reflect fair value for the Rapier
Shares."
"The 2017 exploration program was Rapier's most extensive to
date and was funded by an unprecedented $600,000 budget. Unfortunately, the results
of the program were not publicly disclosed until December 18, 2017, a week after the
proposed GFG Transaction was announced. When those results
were finally made available, they indicated that Rapier's board and
management had withheld from the market information suggesting a
new discovery."
Mr. Hodges, a geologist with over 35 years of experience in
mining and another former director of Rapier elaborated as follows:
"Assays of up to 24 g/t within a clear area of anomalous gold,
which were among the results reported by Rapier on December 18, would certainly be considered
significant, being indicative in my professional opinion of a
possible new discovery. It is reasonable to suppose that the
market would have responded very positively to news of such
results, potentially prompting a strong upward move in Rapier's
share price, had they been published in a timely fashion, prior to
the announcement of the GFG Transaction."
Dr. Blake, a third former director of Rapier, added: "There is
no doubt that, as former directors of Rapier, we would have felt
obligated to make these results generally available to the public
since they would reasonably be expected to have a significant
effect on the market price or value of the Rapier shares."
"As the former chair of a special committee of independent
directors of Rapier that reviewed and rejected a transaction
similar in structure to the GFG Transaction, I can also confirm
that the current board's failure to make these results public
raises a number of significant concerns about the process
surrounding the negotiation and approval by the board of the
proposed GFG Transaction. Did the board understand the
significance of these exploration results? If so, did it take legal
advice in determining that it could pursue negotiation of the GFG
Transaction while in possession of material non-public
information? Was the financial advisor apprised of these
results before being asked to render its fairness opinion?
These are questions that, as shareholders of Rapier, we want to see
answered, particularly in light of the interest that certain
members of the current board have in the GFG Transaction."
The former directors also confirmed that, in light of their
serious concerns regarding the process surrounding the negotiation
and approval of the proposed GFG Transaction, they will be voting
their Rapier shares AGAINST approval of the proposed GFG
Transaction and urged other Rapier shareholders to also vote their
Rapier shares AGAINST approval of the proposed GFG Transaction.
It is the intention of one or more of the former directors to
attend the hearing of the application for the Final Order to
approve the GFG Transaction in order to raise their concerns with
the Court. Other Rapier shareholders are urged to likewise
attend the hearing of the application for the Final Order by
following the instructions set forth in Rapier's Management
Information Circular dated January 11,
2018.
Shareholder Meeting:
9:00 a.m. (Toronto time) on Thursday, February 15, 2018 at the offices of
Fasken Martineau DuMoulin LLP at 333 Bay Street, Suite 2400,
Toronto, Ontario, M5H 2T6
Court Approval:
9:45 a.m. (Vancouver time), on February 19, 2018, at the Courthouse, 800 Smithe
Street, Vancouver, British
Columbia.
Neither 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 release.
SOURCE Roger Walsh