Received by email:
File: 14-08-01NR.pdf
Suite 2270 - 1055 W. Georgi
--->a Street
P.O. Box 11144, Roya
--->l Centre
Vancouver, BC
--->V6E 3P3
Telephone: 604-56
--->9-0049
August 1, 2014 TSX-
--->V: RPR
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Rapier Gold Inc. Announces $600,000 Private Placement
Vancouver, BC � Rapier Gold Inc. (TSX-V: RPR) (the "Company") is pleased to announce a non-brokered private placement
of flow through and non-flow through units on a best efforts basis at a price of $0.075 per Flow Through Unit (the "FT
Unit") and $0.05 per Non-Flow Through Unit (the "NFT Unit") for aggregate proceeds of up to $600,000 (the "Offering").
Each FT Unit or NFT Unit will consist of one common share and one-half of 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 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.
The financing may be closed in multiple tranches, with a final closing anticipated on or before August 15, 2014. 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 t
--->o
investors no later than December 31, 2014. 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
The Company's activities are exclusively focused on exploring for gold on the Pen Gold Project, comprising 16,448 hect
--->ares
(approximately 160 sq km) located 75 km southwest of Timmins, Ontario.
Located in close proximity to Pen Gold Project are three of the most interesting new gold discoveries on the Ontario s
--->ide
of the Abitibi Belt;
o Additional discoveries by Lakeshore Gold at Thunder Creek, 50 km east,
o Probe Mine's Borden Lake deposit 70 km west, and
o IAMGOLD's Cote Lake deposit 70 km south, which was acquired two years ago
---> P a g e |2
The Pen Gold Project sits on the western extension of the Porcupine-Destor Deformation Fault Zone (DPFZ), one of the
most productive gold structures in the world. This fault zone extends east to Chibougamau in Quebec and hosts many of
the most famous gold mines in Canada.
The Company has 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 were outlined in the Company's press releases dated
June 24, 2013 and July 25, 2013.
In the summer of 2013, the Company completed mapping and prospecting over approximately 4,100 hectares, or
approximately 25% of the property which identified two 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 a
--->t
Porphyry Hill, and a new area with historical work; 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.
Current market conditions and financial constraints have resulted in the Company evaluating various options to advance
the next stage of work including joint ventures and or strategic alliances with other mining companies.
ON BEHALF OF THE BOARD OF DIRECTORS
Roger Walsh, President & CEO
Contact: Roger Walsh
Phone: (604) 617-1627
Email: roger@rapiergold.com
Website: www.rapiergold.com
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 sal
--->e 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 th
--->e 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 Uni
--->ted States unless
registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such re
--->gistration
requirements.
Cautionary Note Regarding Forward Looking Statements: Certain disclosure in this release constitutes forward-looking s
--->tatements. In
making the forward-looking statements in this release, the Company has applied certain factors and assumptions that ar
--->e 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 t
--->o procure
personnel, equipment and supplies required for its exploration activities in sufficient quantities and on a timely bas
--->is 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 materia
--->lly from those
expressed or implied in such forward-looking statements. Such risk factors include, among others, that the private pla
--->cement will not be
completed, that actual results of the Company's exploration activities will be different than those expected by manage
--->ment 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 und
--->ue reliance on
forward-looking statements. The Company does not intend, and expressly disclaims any intention or obligation to, updat
--->e or revise any
forward-looking statements whether as a result of new information, future events or otherwise, except as required by l
--->aw.
File: 14-08-01NR.docx
/
August 1, 2014 TSX-V: RPR
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Rapier Gold Inc. Announces $600,000 Private Placement
Vancouver, BC - Rapier Gold Inc. (TSX-V: RPR) (the "Company") is pleased to announce a non-brokered private placement
--->of flow through and non-flow through units on a best efforts basis at a price of $0.075 per Flow Through Unit (the "FT
---> Unit") and $0.05 per Non-Flow Through Unit (the "NFT Unit") for aggregate proceeds of up to $600,000 (the "Offering")
--->.
Each FT Unit or NFT Unit will consist of one common share and one-half of one non-transferable common share purchase w
--->arrant. Each whole warrant will entitle the holder to purchase one common share at an exercise price of $0.10 for 12 m
--->onths following completion of the Offering. The Company reserves the right to increase the size of the private placeme
--->nt or to modify the type, nature and/or price.
The financing may be closed in multiple tranches, with a final closing anticipated on or before August 15, 2014. The O
--->ffering 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 mont
--->h hold period.
The proceeds from the issuance of the FT Units will qualify as Canadian exploration expenses which will be renounced t
--->o investors no later than December 31, 2014. 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 part
--->icipation 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 ex
--->ceed 25% of the Company's market capitalization.
Pen Gold Project Summary
The Company's activities are exclusively focused on exploring for gold on the Pen Gold Project, comprising 16,448 hect
--->ares (approximately 160 sq km) located 75 km southwest of Timmins, Ontario.
Located in close proximity to Pen Gold Project are three of the most interesting new gold discoveries on the Ontario s
--->ide of the Abitibi Belt;
Additional discoveries by Lakeshore Gold at Thunder Creek, 50 km east,
Probe Mine's Borden Lake deposit 70 km west, and
IAMGOLD's Cote Lake deposit 70 km south, which was acquired two years ago
The Pen Gold Project sits on the western extension of the Porcupine-Destor Deformation Fault Zone (DPFZ), one of the m
--->ost productive gold structures in the world. This fault zone extends east to Chibougamau in Quebec and hosts many of t
--->he most famous gold mines in Canada.
The Company has 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 were outlined in the Company's press releases dated
---> June 24, 2013 and July 25, 2013.
In the summer of 2013, the Company completed mapping and prospecting over approximately 4,100 hectares, or approximate
--->ly 25% of the property which identified two new trends: The Westgate Trend extending approximately 3.5 km east-west fr
--->om the two holes drilled at Westgate, The Porphyry Hill Trend extending 2km east of the one hole drilled at Porphyry H
--->ill, and a new area with historical work; 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.
Current market conditions and financial constraints have resulted in the Company evaluating various options to advance
---> the next stage of work including joint ventures and or strategic alliances with other mining companies.
ON BEHALF OF THE BOARD OF DIRECTORS
Roger Walsh, President & CEO
Contact: Roger Walsh
Phone: (604) 617-1627 Email: roger@rapiergold.com
Website: www.rapiergold.com
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 sal
--->e of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities h
--->ave not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securiti
--->es Act") or the securities laws of any state of the United States and may not be offered or sold within the United Sta
--->tes or to, or for the account or the benefit of, any person in the United States unless registered under the U.S. Secu
--->rities 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 ass
--->umptions that are based on the Company's current beliefs as well as assumptions made by and information currently avai
--->lable to the Company, including that the Company is able to obtain any government or other regulatory approvals requir
--->ed to complete the private placement and Company's planned exploration activities, that the Company is able to complet
--->e the private placement, that the Company is able to procure personnel, equipment and supplies required for its explor
--->ation 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 rel
--->ease 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 th
--->e private placement will not be completed, that actual results of the Company's exploration activities will be differe
--->nt than those expected by management and that the Company will be unable to obtain or will experience delays in obtain
--->ing 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 Compan
--->y does not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking statem
--->ents whether as a result of new information, future events or otherwise, except as required by law.
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