• TSX-V: GFG
  • $0.31+0.00
  • Volume33,000
  • Range$0.31$0.34
  • 52 Week$0.29$0.84
  • Open$0.33
View more details
  • TSX-V: GFG
  • $0.31+0.00
  • Volume33,000
  • Range$0.31$0.34
  • 52 Week$0.29$0.84
  • Open$0.33
View more details

Creating a Prominent North American Precious Metals Exploration Company

Strong Portfolio of Highly Prospective District Scale Assets in Tier I Jurisdictions

News Release

Date Title
12/11/2017
GFG Resources Also Announces Private Placement of up to C$7 Million Not for dissemination in the United States or through U.S. Newswires GFG Resources Inc. (TSX-V:GFG) (OTCQB:GFGSF) (“ GFG ” or the “ Company ”) is pleased to announce that it has entered into agreements (the “ Agreements ”) to consolidate a large, highly prospective land package west of Timmins, Ontario (See Figure 1) with each of Rapier Gold Inc. (TSX-V:RPR) (“ Rapier ”), Probe Metals Inc. (TSX-V:PRB) (“ Probe ”), and Osisko Mining Inc. (TSX:OSK) (“ Osisko ”). Under the respective Agreements, GFG will acquire all of the outstanding common shares of Rapier pursuant to a plan of arrangement (the “ Rapier Acquisition ”) and the West Porcupine Property from Probe (the “ West Porcupine Property Acquisition ”) and the Swayze Project from Osisko (the “ Swayze Property Acquisition ”) via property purchase agreements.  In addition to the Agreements, the Company announces a non-brokered private placement to raise gross

Letter of Transmittal with Respect to the Common Shares of Rapier Gold Inc

This Letter of Transmittal is for use by registered holders (“Rapier Shareholders”) of common shares (the “Rapier Shares”) of Rapier Gold Inc. (“Rapier”) in connection with the proposed plan of arrangement pursuant to section 288 of the Business Corporations Act (British Columbia) (the “Arrangement”) whereby, among other things, Rapier Shareholders will receive 0.15 of a common share (each whole share, a “GFG Share”) of GFG Resources Inc. (“GFG”) for each Rapier Share held, to be considered at the special meeting of Rapier security holders to be held on February 15, 2018, or any adjournment(s) or postponement(s) thereof (the “Meeting”).

On the Effective Date upon completion of the Arrangement, all right, title and interest of the Rapier Shareholders in the Rapier Shares will be transferred to GFG and the Rapier Shareholders (other than Dissenting Shareholders) will be entitled to receive, in exchange for each Rapier Share held, 0.15 of a fully paid and non-assessable GFG Share.

In order for Rapier Shareholders to receive GFG Shares for their Rapier Shares, Rapier Shareholders are required to deposit the share certificates or DRS Advices representing the Rapier Shares held by them with the Depositary. This Letter of Transmittal, properly completed and duly executed, together with all other required documents, must accompany all share certificates or DRS Advices for Rapier Shares (the “Deposited Shares”) deposited for GFG Shares pursuant to the Arrangement and this Letter of Transmittal.

Download Letter of Transmittal Here

Transaction Highlights

  • Creation of a prominent North American precious metals explorer: Combination of approximately 700 km2 gold properties in tier one jurisdictions, Wyoming and Ontario;
  • Significant exploration potential: Highly prospective district scale assets with brownfield and greenfield opportunities;
  • Leading management and board of directors: Highly experienced leadership team with a proven track record and focused on aggressively advancing projects;
  • Near term catalysts: GFG will plan to aggressively drill both Rattlesnake Hills and the Timmins portfolio in 2018. A maiden resource is expected at Rattlesnake Hills in H1 2018;
  • Well capitalized company: Strong financial position and capital structure to aggressively advance projects; and
  • Strong strategic investor support: GFG is pleased to welcome Probe Metals and Osisko Mining as significant stakeholders in the pro forma company.

Regional Map of West Timmins Property Locations

Form 8937 – Rapier Gold Inc.