Delbrook controls approximately 17% of the total outstanding
common shares (the "Shares") of Rapier, 2.25 times more than
the amount owned by insiders and is therefore the largest advocate
for ALL shareholders. As a fellow Shareholder of Rapier
who owns the same class of Shares as you, Delbrook's interests are
aligned with yours and intrinsically motivated to maximize value
for ALL shareholders of Rapier ("Shareholders").
DO NOT ALLOW THE ENTRENCHED MANAGEMENT AND
BOARD TO CONTINUE DESTROYING RAPIER
THEY HAVE PLACED YOUR INVESTMENT AT GREAT RISK
VOTE THE YELLOW PROXY TO SUPPORT THE CONCERNED
SHAREHOLDER AND THEIR PLAN TO MAXIMIZE VALUE FOR ALL
Delbrook believes the Pen Gold Project has substantial
exploration potential and significant value can be unlocked if
stronger, more experienced leadership is put in place.
Therefore, we are nominating four new independent, experienced and
highly qualified individuals with proven track records, namely
Darren Blasutti, Paul Parisotto, David
Lotan, and Lorie Waisberg
(the "Shareholder Nominees"), to replace the four complacent
individuals nominated by management for election at Rapier's
upcoming Annual General Meeting of Shareholders to be held on
Thursday, March 30, 2017 (the
"Meeting").
IT IS TIME FOR SHAREHOLDERS TO COME
FIRST
VOTE THE YELLOW PROXY TODAY
Concerned Shareholder's Proxy Circular
Further information relating to the Shareholder Nominees and
other important information on voting is set out in the Concerned
Shareholder's proxy circular (the "Concerned Shareholder's
Circular") that has been mailed to Shareholders. The materials
have also been filed on SEDAR at www.sedar.com and posted at
www.delbrookcapital.com/rapier-gold, or they can be requested by
contacting the Concerned Shareholder's proxy solicitation agent,
Laurel Hill Advisory Group at the contact details provided
below.
The Concerned Shareholder urges you to review the Concerned
Shareholder's Circular and vote the YELLOW proxy form or
YELLOW voting instruction form (together the "YELLOW
Proxy"), accompanying the Concerned Shareholder's Circular.
Your support is important for the future of your investment in
Rapier.
How to Vote
Due to the essence of time, Shareholders are encouraged to vote
online, by telephone or by fax as set out in the Concerned
Shareholder's Circular and voting materials. DO NOT use the
proxy or voting instruction form, as applicable, that was provided
by Management. Shareholders are urged to discard that proxy or
voting instruction form and follow the instructions on
the YELLOW Proxy, and submit it by March 28, 2017 at 9:00 AM
(Pacific Time) in order to ensure that your vote for change
is counted at the Meeting.
If you have already voted using Management's proxy form or
voting instruction form but wish to support the Concerned
Shareholder, simply vote using the YELLOW Proxy. A
later dated YELLOW Proxy will supersede a
previously submitted vote.
Shareholders who require assistance with voting or have
questions should immediately contact Laurel Hill Advisory Group at
1-877-452-7184 toll-free (416-304-0211 collect), or by email at
assistance@laurelhill.com.
About Delbrook Capital Advisors
Delbrook Capital
Advisors Inc. is an independent investment manager which focuses on
alternative strategies and is the largest Shareholder of the
Corporation. 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.
As of the date hereof, the Concerned Shareholder controls
12,500,000 Shares, representing approximately 17% of the issued and
outstanding Shares and over 2.25 times more than the amount owned
by insiders.
To learn more about Delbrook Capital Advisors please visit
www.delbrookcapital.com.
Proxy Solicitation
Proxies for the Meeting will be
solicited by or on behalf of the Concerned Shareholder pursuant to
the Concerned Shareholder's Circular. Proxies may be solicited by
mail, telephone or other electronic means, as well as by way of
public broadcast, including press release, speech or publication
and any other manner permitted under applicable law. The Concerned
Shareholder has retained Borden Ladner Gervais
LLP as their legal advisor and Laurel Hill
Advisory Group as their proxy solicitation agent.
Proxies are being solicited and the Concerned Shareholder's
Circular is being provided by and on behalf of the Concerned
Shareholder, in its capacity as a shareholder, and is NOT being
provided by or on behalf of the Board or Management of the
Corporation.
Except as otherwise disclosed in the Concerned Shareholder's
Circular or any documents referenced therein, to the knowledge of
the Concerned Shareholder, the Concerned Shareholder, any of the
Proposed Nominees or any of their associates or affiliates has any
material interest, direct or indirect, by way of beneficial
ownership of securities or otherwise, in any matter to be acted on
at the Meeting.
Further Information or Assistance
For more
information or if you require assistance with voting, please
contact Laurel Hill Advisory Group, proxy
solicitation agent for the Concerned Shareholder, at:
Laurel Hill Advisory Group
North America Toll Free: 1-877-452-7184
Collect Calls Outside North America: 1-416-304-0211
Email: assistance@laurelhill.com
SOURCE Delbrook Capital Advisors Inc.