VANCOUVER, March 24, 2017 /PRNewswire/ - Delbrook Capital Advisors Inc. ("Delbrook" or the "Concerned Shareholder") announces that shareholders controlling well over 40% of the shares outstanding of Rapier Gold Inc. ("Rapier" or the "Corporation") (TSX Venture: RPR) have voted in favor of change. The annual general meeting of Rapier is to be held on March 30, 2017 (the "Meeting") and represents a chance for shareholders to vote for the election of a new board of directors who will initiate change for the better. The Concerned Shareholder would like to thank those who have already voted for change and encourage those remaining to join their fellow shareholders. It is time to have your voice heard. As you will read below, management of Rapier has resorted to desperate tactics to try and throw out ALL votes supporting change.
The Proposed New Board of Directors Bring Experience of Driving Results and Increasing Value
Rapier is in immediate need of a stronger and more capable leadership team. The proposed slate of independent nominees will fill the current leadership void. The nominees consist of a diverse group of highly qualified executives, directors, investors and entrepreneurs with track records of delivering success.
Key Highlights of Each Nominee
Key highlights of each nominee are summarized below. Complete biographies of each nominee can be found in the Concerned Shareholder's proxy circular.
- Darren Blasutti. Mr. Blasutti is a former Senior Vice President of Corporate Development for Barrick Gold Corporation and executed over 25 gold mining transactions including the purchase of the world class Cortez property from Rio Tinto. He is currently the President and CEO of Americas Silver Corporation.
- Paul Parisotto. Mr. Parisotto is a former investment banker and mining executive. As CEO of Arizona Star Resources Corp., Mr. Parisotto led the company to a $773 million takeover by Barrick Gold Corporation. He is currently a corporate director of several publicly traded companies.
- David Lotan. Mr. Lotan is in the asset management space and a former portfolio manager for Ontario Teachers' Pension Plan. He is the President and CEO of LHI, an investment company focused on opportunities within the natural resource space.
- Lorie Waisberg. Mr. Waisberg is a corporate director of several publicly traded companies including Chairman of Chemtrade Logistics Income Fund, a $1.8 billion market cap company.
Desperate Tactics by Management of Rapier to Void your Vote
Management of Rapier is feeling the pressure for change from Shareholders and will stop at nothing to protect their own self interests. We encourage shareholders to support change by voting their YELLOW proxy. Voting the YELLOW proxy supports the circular dated March 9, 2017 and addendum dated March 16, 2017 which were furnished in connection with the solicitation of proxies by and on behalf of the Concerned Shareholder (collectively, the "Concerned Shareholder's Circular").
First, Rapier purposely moved the record date of the Meeting which determines who is eligible to vote, to allow shares issued under a self-serving private placement to close and place these shares into friendly hands, thus ensuring guaranteed votes for management's agenda.
Now the latest, as disclosed in our March 16 2017 press release, we received notice on behalf of Rapier threatening to disregard your Yellow proxies at the Meeting based on spurious allegations that the Concerned Shareholder's Circular is non-compliant. 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 provided an addendum to shareholders of Rapier in order to protect the right of Shareholders to vote at the Meeting. In addition, we proposed comprehensive protocols and procedures for the Meeting, which, if adopted, would ensure the Meeting is conducted fairly and in accordance with standard practice for contested shareholder meetings, including the appointment of a mutually acceptable, qualified, and independent chair for the Meeting.
Despite this, Rapier continues to publically declare their intention to disregard your YELLOW proxies and has rejected our efforts to maintain shareholder democracy though our proposal of the appointment of an independent chair for the Meeting. Given the actions of the Entrenched Management and Board to date, we believe that they will use any tactic they can conceive to deny shareholders their right to vote their Yellow proxies at the Meeting. Assertions and accusations, hurled at Delbrook and its proposed slate of directors have been baseless and defamatory and suggest a certain desperation in the face of an increasingly high probability of the imminent termination of the Entrenched Management and Board's.
In light of their rejection, and to protect your right to vote, we have filed a petition in the Supreme Court of British Columbia for an order to appoint an independent chair for the Meeting. We are simply asking for the Meeting to be conducted fairly by an independent chair. We fail to see why the Entrenched Management and Board would reject such a proposal except to further entrench their position. We also strongly urge the Entrenched Management and Board to reconsider their objection to an impartial chair.
VOTE YOUR YELLOW PROXY TODAY FOR POSITIVE CHANGE
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.
Further information relating to the Shareholder Nominees and other important information on voting is set out in the Concerned Shareholder's Circular which can be found on SEDAR at www.sedar.com or at www.delbrookcapital.com/rapier-gold.
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 email@example.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.
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
Except for the historical information contained herein, the matters addressed in these materials are forward-looking statements that involve certain risks and uncertainties. You should be aware that actual results could differ materially from those contained in the forward-looking statements. Delbrook does not assume any obligation to update the forward-looking information.
SOURCE Delbrook Capital Advisors Inc.