- Rapier completely disregards existing shareholders by
amending Record Date to complete private placement to allow voting
at the Contested shareholder meeting
- Rapier Conducting Highly Dilutive and Entrenching Private
Placement
- Over 40% Shareholder Support for Concerned
Shareholder
- Concerned Shareholder intends to commence legal proceedings
to halt oppressive conduct by Rapier and its directors
- Rapier's Directors Not Acting In Best Interests of Rapier
Shareholders
VANCOUVER, Feb. 23, 2017 /CNW/ - Delbrook Capital Advisors
Inc. (the "Concerned Shareholder") announces their
concerns regarding a highly dilutive and entrenching private
placement (the "Entrenching Private Placement") by Rapier
Gold Inc. ("Rapier") have come to fruition. In
addition to the Entrenching Private Placement, Rapier has amended
the record date for voting to allow the common shares issued in the
Entrenching Private Placement to vote at the contested shareholder
meeting. This is in spite of the fact that over 40% of the
outstanding common shares support the Concerned
Shareholder.
Who is Rapier's Board really looking after?
Subsequent to the Concerned Shareholder's announcement on
February 14, 2017 of its intention to
nominate a new group of directors (the "Revitalizing
Directors") for nomination at Rapier's upcoming shareholder
meeting to be held on March 30, 2017
(the "Meeting"), Rapier announced on February 20, 2017 its intention to conduct the
Entrenching Private Placement, which would have Rapier issuing
over 35% of its existing common shares (and over 70%
on a fully-diluted basis). Additionally, Rapier has also
manipulated the record date for the Meeting by extending it from
February 17, 2017 to February 28, 2017 – a self-serving extension
likely done solely to permit the investors in the Entrenching
Private Placement (who are determined by Rapier's current
management – and can even include Rapier's current management up to
27.25% of Rapier's existing common shares on a non-diluted
basis) to be able vote at the Meeting. This entrenchment is
in spite of the knowledge of over 40% support for the Concerned
Shareholder by existing shareholders.
These actions are further evidence of the ineffective board of
directors, poor corporate governance and the dilution concern at
Rapier that initially caused the Concerned Shareholder to nominate
the Revitalizing Directors in its February
14, 2017 press release.
The Entrenching Private Placement is a blatant attempt by
Rapier's current management to entrench themselves and to continue
acting against the will of the existing shareholders of
Rapier. Shareholders representing over 40% of the issued
common shares of Rapier have already expressed their support for
the Revitalizing Directors.
In response to Rapier's proposal to proceed with the Entrenching
Placement, the Concerned Shareholder intends to commence legal
proceedings in the Supreme Court of British Columbia in respect of oppressive
conduct by Rapier and its directors. If Rapier proceeds with
the Entrenching Placement, the Concerned Shareholder will seek to,
at minimum, have any shares issued as part of the Entrenching
Placement cancelled or restrained from voting at the Meeting. In
addition, the Concerned Shareholder intends to commence a
derivative action regarding breach of fiduciary duties by Rapier's
directors as they are looking out for their own interests, and not
acting in the best interests of Rapier.
ABOUT DELBROOK CAPITAL ADVISORS INC.
Delbrook Capital Advisors Inc. is an independent investment
manager which focuses on alternative strategies. Delbrook Capital
Advisors Inc. manages the Delbrook Resource Opportunities Fund, an
alternative investment fund, focused on identifying and investing
in unique growth opportunities within the metals and mining
sector
Information in Support of Public Broadcast
Solicitation
The Concerned Shareholder is relying on the exemption under
section 9.2(4) of National Instrument 51-102 – Continuous
Disclosure Obligations ("NI 51-102") to make this public
broadcast solicitation. The following information is provided in
accordance with corporate and securities laws applicable to public
broadcast solicitations.
This solicitation is being made by the Concerned Shareholder,
and not by or on behalf of the management of Rapier.
The head and registered address of Rapier is #2270-1055 West
Georgia Street, Vancouver, BC
Canada, V6E 3P3.
Rapier has announced that it has called the Meeting, to be held
on March 30, 2017. The Concerned
Shareholder may file a dissident information circular (the
"Dissident Circular") in connection with the Meeting, or any
adjournment or postponement thereof, in due course in compliance
with applicable securities and corporate laws. Shareholders
of Rapier should refer to the Concerned Shareholder's press release
dated February 14, 2017 for further
information regarding the Revitalizing Directors.
This press release and any solicitation made by the Concerned
Shareholder in advance of the Meeting is, or will be, as
applicable, made by the Concerned Shareholder and not by or on
behalf of the management of Rapier. All costs incurred for any
solicitation will be borne by the Concerned Shareholder, provided
that, subject to applicable law, the Concerned Shareholder may seek
reimbursement from Rapier for the Concerned Shareholder's
out-of-pocket expenses, including proxy solicitation expenses and
legal fees, incurred in connection with a successful reconstitution
of Rapier's board of directors.
Any proxies solicited by the Concerned Shareholder may be
solicited by way of public broadcast, including through press
releases, speeches or publications and by any other manner
permitted under applicable laws, including pursuant to a Dissident
Circular sent to shareholders of Rapier. Solicitations may be made
by or on behalf of the Concerned Shareholder, by mail, telephone,
fax, email or other electronic means, and in person by directors,
officers and employees of the Concerned Shareholder or by the
proposed nominees. The Concerned Shareholder has engaged the
service of Laurel Hill as communication advisor and may engage
Laurel Hill as soliciting agent to
assist with solicitation on behalf of the Concerned
Shareholder.
It is expected that any proxies solicited by the Concerned
Shareholder in connection with the Meeting may be revoked by
instrument in writing by the shareholder giving the proxy or by its
duly authorized officer or attorney, or in any other manner
permitted by law.
The Concerned Shareholder has filed this press release, which
contains the information required by section 9.2(4)(c) of NI 51-102
and Form 51-102F5 Information Circular in respect of the
Revitalizing Directors under Rapier's company profile on SEDAR at
http://www.sedar.com.
SOURCE Delbrook Capital Advisors Inc.