PR Newswire
VANCOUVER, March 16, 2017
VANCOUVER, March 16, 2017 /PRNewswire/ - 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 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.
"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 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. | |||
Vote using the following methods prior to the deadline. |
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Email/Internet |
Telephone or Fax |
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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 : [email protected] |
Fax to: 1-416-646-2415 |
Return the YELLOW form of proxy in the enclosed envelope. |
Non Registered Shareholders Shares held with a broker, bank or other intermediary.
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Vote online at www.proxyvote.com |
Vote by telephone using the number listed on your YELLOW voting instruction form. |
Return the YELLOW voting instruction form in the enclosed envelope. |
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.