Rapier Gold Securityholders Approve Acquisition by GFG Resources

TORONTO, Feb. 15, 2018 - Rapier Gold Inc. (TSX-V:RPR) (“Rapier”) is pleased to announce that at a special meeting of securityholders held earlier today, 90% of the Rapier securityholders present in person or by proxy voted in favour of the proposed transaction pursuant to which GFG Resources Inc. (“GFG”) agreed to acquire all of the issued and outstanding common shares of Rapier by way of a plan of arrangement (the “Arrangement”). The Arrangement was approved by the required majority of the votes cast by all of the Rapier securityholders eligible to vote at the meeting.

David Lotan, interim chief executive officer at Rapier, says: "We are very pleased with the outcome of the vote and the support of Rapier shareholders. We believe that the Arrangement represents the best way forward for Rapier. Brian Skanderbeg and the GFG team have an exemplary record of delivering value to shareholders both through exploration and corporate strategy. We look forward to working with GFG to implement a smooth integration."

Brian Skanderbeg, President & CEO of GFG, says: "We welcome the positive vote from Rapier shareholders. The combination of Rapier’s prospective properties with our recent acquisitions in the Timmins gold camp represent a compelling addition to our project portfolio. In 2018, we will aggressively advance the Pen Gold Project with a strategic district scale exploration approach which will include extensive geophysical and geochemical surveys over the entire property and a drill program to test high priority targets."

Rapier will be seeking a final order from the Supreme Court of British Columbia with respect to the Arrangement on February 19, 2018 and the Arrangement is expected to be completed on or around February 21, 2018.

At the Meeting, the Rapier shareholders also approved Rapier’s deferred share unit plan.


About Rapier Gold Inc.

Rapier Gold Inc. is a Canada-based gold mining and exploration company, listed on the TSXV on March 8, 2013. Rapier's activities are solely focused on exploring the Pen Gold Project which comprises 16,448 hectares (approximately 160 sq. km), 75 km southwest of Timmins, Ontario, in close proximity to the western extension of the Porcupine-Destor Deformation (Fault) Zone, one of the most productive gold structures in the world. For more information, please visit our website: www.rapiergold.com.




CONTACT:

Rapier Gold Inc.
Diana Mark
Phone: 604‐569‐0049
Email: diana@rapiergold.com
Website: www.rapiergold.com



Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities laws of any state of the United States and may not be offered or sold within the United States or to, or for the account or the benefit of, any person in the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.

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 expectations regarding the completion of the Arrangement. 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. 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.