Rapier Gold Inc. Reports Listing on the TSXV, Closing the Share Purchase Agreement With Rio Tinto plc for Pen North Gold Proj...
March 12 2013 - 7:00AM
Marketwired Canada
Rapier Gold Inc. (TSX VENTURE:RPR) (the "Company") is pleased to announce
listing on the TSXV and the closing of the share purchase agreement with two
subsidiaries of Rio Tinto plc, which control rights to all non-talc minerals on
mineral claims, referred to as the Pen Gold North Project. The Pen Gold North
Project is approximately 5,600 hectares in area and some of the claims are held
through a lease and sublease with IMERYS, and consolidates a total area of
16,448 hectares, (approximately 160 sq km) located 75 km south west of Timmins,
Ontario, on the western extension of the Porcupine-Destor Deformation (Fault)
Zone, one of the most productive gold structures in the world, which has
produced over 70 million ounces of gold.
Rapier has also completed three other significant transactions;
-- Executed the License and Option Agreement with Rogue Iron Corp. to
explore for gold on the Pen Gold South property, which totals
approximately 10,848 hectares, with an option to purchase those claims
should certain conditions be met. These claims are part of a contiguous
block with the Pen Gold North claims.
-- Closed two private placement financings raising an aggregate of
$1,153,245.
-- Closed a third private placement with AuRico Gold Inc. ("AuRico")
(www.auricogold.com) for an additional $1,410,000, which resulted in
AuRico owning approximately 19.9% of Rapier (the "AuRico Private
Placement").
AuRico transaction:
On closing the AuRico Private Placement, AuRico acquired beneficial ownership of
4,700,000 units (each, a "Unit") of the Company, at a price of $0.30 per Unit,
for aggregate consideration to the Company of $1,410,000. Each Unit was
comprised of one common share in the capital of the Company (each, a "Common
Share") and one half of one Common Share purchase warrant of the Company (each
whole warrant, a "Warrant").
In connection with the closing of the AuRico private placement, the Company
entered into an investor rights agreement with AuRico, which provides AuRico
with certain rights, subject to the terms and conditions of the agreement,
including the right to: (i) participate pro rata in subsequent equity offerings
by the Company to maintain its shareholdings; (ii) a right of first refusal on
the transfer by the Company of its interest in the Pen Gold Project; (iii)
certain standstill restrictions; (iv) certain exclusivity rights in favour of
AuRico with respect to transactions involving the Company and the Pen Gold
Project; and (v) appoint one member to the Company's technical committee.
Prior to the completion of the private placement, AuRico did not beneficially
own or exercise control or direction over any securities of the Company.
Following completion of the private placement, AuRico beneficially owns
4,700,000 Common Shares and 2,350,000 Warrants. This represents approximately
19.9% of the issued and outstanding Common Shares of the Company on an undiluted
basis, or approximately 27.2% on a partially diluted basis, assuming full
exercise of the 2,350,000 Warrants, and that no other party exercises warrants
or options. The private placement was a private transaction outside of any
market or other facility and the Units acquired by AuRico were acquired for
investment purposes. Subject to the standstill provision in the investor rights
agreement between AuRico and the Company, AuRico may, in the future, increase or
decrease its ownership of securities in the Company, from time to time depending
upon the business and prospects of the Company and future market conditions.
Pen Gold Project:
The combination of Pen Gold North and Pen Gold South properties comprise 16,448
hectares (approximately 160 sq km) located on the western extension of the
Porcupine-Destor Deformation (Fault) Zone, one of the most productive gold
structures in the world that has produced over 70 million ounces. Refer to
Appendix 1 for the map of the Pen Gold Project.
"We are delighted to conclude the Pen North Gold Project acquisition and to
enter into the strategic relationship with AuRico to explore this very large and
under-explored land position," stated Roger Walsh, Rapier's President and CEO.
Rapier's initial exploration work will be comprised of three stages to be
conducted between March and August 2013:
1. Drilling
Commencement of an initial drill program, totaling approx. 5,500 m, focused in
four areas of the Pen North Gold Project:
-- Porphyry Hill Area. A new target area located approx. 4 km west of
drilling completed by Rio Tinto, which discovered gold in the vicinity
of the Talc Mine. In November 2012, Rapier completed overburden
stripping, mapping and channel sampling on 14 areas and identified two
drill targets.
-- Talc Mine Area. Approximately 8 holes will be drilled in this area to
expand the historical drilling results achieved by Rio Tinto plc.
-- Westgate Area. An area approx. 2 km north of the Talc Mine, where
historical grab samples ran up to 4.8 g/t.
-- Midway Area. The Midway area is located between the Talc Mine and
Westgate and is under a swamp so drilling will occur if frozen
conditions remain at site.
2. Target Definition
Approximately six high priority target areas have been identified and once snow
clears, Rapier will conduct preliminary reconnaissance to determine which
warrant clearing, trenching and channel sampling.
3. Reconnaissance Program:
In the summer Rapier will commence a broad reconnaissance program over the
combined land position to identify further areas for additional work.
On March 8, 2013 Rapier issued 50,000 shares to the vendors of the Pen Gold East
property ("Jubilee Claims"), which form the eastern border of Rapier's claims.
These shares are subject to a four month hold period expiring July 9, 2013,
under applicable securities laws. Consideration for the Pen Gold East property
consists of $260,000 and 250,000 shares payable over four years. There is a 2%
net smelter royalty, one-half of which (1%) may be purchased for $2,000,000.
For the purposes of regulatory disclosure, AuRico's address is 110 Yonge Street,
Suite 1601, Toronto, Ontario M5C 1T4.
ON BEHALF OF THE BOARD OF DIRECTORS
Roger Walsh, President & CEO
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 Company's planned exploration activities,
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 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, click on the following link:
http://media3.marketwire.com/docs/r311m.pdf
FOR FURTHER INFORMATION PLEASE CONTACT:
Rapier Gold Inc.
Roger Walsh
(604) 614-1627
roger@rapiergold.com
www.rapiergold.com
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