VANCOUVER, March 16, 2017 /CNW/ - This addendum (the
"Addendum") to the proxy circular dated March 9, 2017 (the "Circular") and any
accompanying YELLOW form of proxy or YELLOW voting instruction form
(as applicable, the "Yellow Proxy") is furnished in
connection with the solicitation of proxies by and on behalf of
Delbrook Capital Advisors Inc. (the "Concerned Shareholder")
to be used at the Annual General Meeting of holders (the
"Shareholders") of the common shares (the "Shares")
of Rapier Gold Inc. (the "Corporation" or "Rapier")
scheduled to be held on Thursday, March 30,
2017 at 10:00 a.m. (Pacific
Time) in the Boardroom of Fasken Martineau DuMoulin LLP, 550
Burrard Street, 29th Floor, Vancouver,
BC V6C 0A3, or any postponement or adjournment thereof (the
"Meeting").
This Addendum is being provided as a direct response to the
attempt by management and the board of directors of Rapier (the
"Entrenched Management and Board") to throw out your proxies in
support of the Concerned Shareholder.
We received notice on behalf of the Corporation threatening the
possibility that your Yellow Proxies may not be accepted at the
Meeting based on bogus allegations that the Circular is
non-compliant. We believe the self-serving Entrenched
Management and Board is attempting to further entrench themselves
by not permitting Shareholders their legitimate right and ability
to vote and participate in the Meeting. This oppressive
conduct is blatantly dismissive of Shareholder democracy and we
urge the Corporation to consider whether it is in the best interest
of the Corporation and its Shareholders to deny those Shareholders
who oppose the Entrenched Management and Board, the ability to vote
at the Meeting. The actions of the Entrenched Management
and Board underscore their desperation and lack of concern for
Shareholders. We will not stand for this and intend on seeking
legal remedy for all valid proxies which are arbitrarily discarded
by the Entrenched Management and Board.
To ensure ALL Shareholders are treated fairly, we demand that
the Entrenched Management and Board of Rapier allow a qualified
independent individual to chair the Meeting.
We would remind Shareholders that the Meeting is an opportunity
to focus on the QUALITY of management—clearly we can do better at
Rapier. The Entrenched Management and Board have no concern
for Shareholders as witnessed by the willingness to continue to
accrue unnecessary legal fees. Over 40% of Shareholders
support our view that we should simply "Let Shareholders
Vote".
While we object to the Entrenched Management and Board's
allegations and disagree entirely, in order to protect the right of
Shareholders to vote at the Meeting, the Concerned Shareholder is
providing this Addendum.
This Addendum should be read in conjunction with and
incorporates by reference and forms part of the Circular which
shall remain unamended except to the extent amended and modified by
this Addendum. The Circular is also available under Rapier's SEDAR
profile at www.sedar.com and at www.delbrookcapital/rapier-gold.
All capitalized terms not otherwise defined in this Addendum have
the same meanings as set forth in the Circular.
General
Through their lawyers, Rapier, in an attempt to oppress
Shareholders, complains that the Circular omits and misrepresents
information. The section below addresses each allegation.
"The Circular asserts that none of the Concerned Shareholder
(i.e. Delbrook), the Dissident Nominees, nor any of their
associates or affiliates has any material interest, direct or
indirect, in any transaction or proposed transaction which has
materially affected or could materially affect the Company."
Through their lawyers, Rapier complains that material interest in a
proposed transaction that has materially affected or could
materially affect Rapier was not disclosed.
- The Circular made specific reference to the information
disclosed in the Circular or the Management Circular in respect of
any material interest of the Concerned Shareholder, the Shareholder
Nominees and their associates or affiliates. In addition, the
Circular noted that information concerning: (i) any material
interest, direct or indirect, of any "informed person" (as such
term is defined in National Instrument 51-102 - Continuous
Disclosure Obligations), or any associate or affiliate thereof
in any transaction since the commencement of the Corporation's last
completed financial year, or in any proposed transaction which has
materially affected or could materially affect the Corporation or
any of its affiliates; and (ii) any material interest, direct or
indirect, by way of beneficial ownership of securities or
otherwise, of any director or officer of the Corporation, or any
associate or affiliate thereof, in the matters to be acted upon at
the Meeting, is disclosed in the Circular and, except as disclosed
in the Circular, has been omitted from the Circular because such
information is contained in the Management Circular.
Again, we note that Readers are referred to the Management Circular
for this information. None of the Concerned Shareholder or the
Shareholder Nominees had an interest in the proposed shell company.
Information was included in the Circular or the Management Circular
that the Concerned Shareholder may have considered investing in a
portion of the financing and that Mr. Parisotto and Mr. Blasutti
were proposed nominees for the board of directors of a new,
Ontario focused, exploration
company for the proposed transaction, however, the proposed
transaction has been rejected by Rapier.
"The Circular asserts that each Dissident Nominee is
"independent", and that none of the Dissident Nominees has any
direct or indirect material relationship with the Company that
would be reasonably expected to interfere with the exercise of his
independent judgment." Through their lawyers, Rapier
complains that certain Shareholder Nominees are not
independent.
- None of the Shareholder Nominees has any direct or indirect
material relationship with the Corporation (or any subsidiary
entity or parent of the Corporation) that would be reasonably
expected to interfere with the exercise of his independent
judgement, nor does any Shareholder Nominee fall under any category
of individual set out in Section 1.4(3) or Section 1.5(1) of NI
52-110 that would be considered to have a material relationship
with the Corporation (or any subsidiary entity or parent of the
Corporation). There is no current agreement between the
Corporation and the previously proposed shell company and none of
the Shareholder Nominees had an interest in such entity. The
fact is, Mr. Parisotto and Mr. Blasutti were proposed nominees for
the board of directors of a new, Ontario focused, exploration company for the
proposed transaction, which has been rejected by Rapier.
"The Circular asserts that Delbrook is "unaware of any
significant associated liabilities with regard to the [Shell
Company Acquiror]." Through their lawyers, Rapier complains that
the Concerned Shareholder was aware of the negative working capital
of the shell company.
- We would like to clarify to all Shareholders that the proposed
transaction was contingent on an equity financing of $8-$10 million, which had significant
institutional support; assuming new management was put in place for
the Pen Gold Property. Based on the last financial statements filed
prior to the rejection of the proposed transaction by Rapier, the
shell company had a negative working capital of approximately
$262,000. Therefore, the Concerned
Shareholder is of the view that there are no significant associated
liabilities with regards to the shell company in view of the
totality of the transaction.
We encourage Shareholders to vote the YELLOW proxy to stop this
Entrenched Management and Board from inflicting any more damage on
Rapier. The Company is financially distressed and management
is desperate and oblivious to the views of Shareholders. Let
the voice of Shareholders be heard.
PLEASE VOTE YOUR
YELLOW PROXY BY 9 A.M. (PACIFIC TIME) ON MARCH 28,
2017.
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Vote using the
following methods prior to the deadline.
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Email/Internet
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Telephone or
Fax
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Mail
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Registered
Shareholders
Shares held in own
name and represented by a physical certificate.
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Scan & Email the
YELLOW form of proxy to : assistance@laurelhill.com
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Fax to:
1-416-646-2415
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Return the YELLOW
form of proxy in the enclosed envelope.
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Non Registered
Shareholders
Shares held with a
broker, bank or other intermediary.
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Vote online at
www.proxyvote.com
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Vote by telephone
using the number listed on your YELLOW voting instruction
form.
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Return the YELLOW
voting instruction form in the enclosed envelope.
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Hard copies of the Circular and this Addendum may also be
obtained on request without charge from Laurel Hill using the contact information in the
Circular and this Addendum.
CERTIFICATE
The contents and the sending of this Addendum have been approved
by the Concerned Shareholder.
March 16, 2017
DELBROOK CAPITAL ADVISORS INC.
Per: (signed) "Matthew
Zabloski"
Matthew Zabloski
Managing Director
SOURCE Delbrook Capital Advisors Inc.