Rapier to be Acquired by GFG Resources Inc.

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Dec. 11, 2017) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Rapier Gold Inc. (TSX VENTURE:RPR) ("Rapier" or the "Company") is pleased to announce that it has entered into an arrangement agreement (the "Arrangement Agreement") with GFG Resources Inc. ("GFG") pursuant to which GFG will acquire all of the issued and outstanding common shares of Rapier (each, a "Rapier Share") on the basis of 0.15 of a common share of GFG (each whole share, a "GFG Share") for each Rapier Share (the "Transaction"). The exchange ratio represents total consideration of C$0.08 per Rapier Share based on the closing price of GFG on the TSX Venture Exchange ("TSXV") on December 7, 2017 and a premium of approximately 48% based on the volume weighted average prices of GFG and Rapier for the 20-day period ending on December 7, 2017.

Concurrently with the entering into of the Arrangement Agreement, GFG has also entered into separate agreements to acquire (i) the West Porcupine Property located west of Timmins, Ontario from Probe Metals Inc. for C$3.5 million payable in GFG Shares, and (ii) the Swayze Project located west of Timmins, Ontario from Osisko Mining Inc. for C$0.6 million payable in GFG Shares (collectively, the "Property Acquisitions"). In addition, GFG is proposing to complete a non-brokered private placement to raise up to C$7 million (the "GFG Financing").

Transaction Highlights:

• Attractive premium: Premium of 48% based on the volume weighted average prices of GFG and Rapier for the 20-day period ending on December 7, 2017;
• Material Ongoing Equity Participation: Rapier shareholders will own approximately 17% of the combined company after the Property Acquisitions and GFG Financing;
• Exposure to a Prospective Exploration Portfolio: Rapier shareholders will maintain exposure to the Pen Gold project as part of a larger consolidated land position and participate in an attractive exploration vehicle with over 700 square kilometers of prospective and underexplored gold properties in Wyoming, USA and Timmins, Ontario;
• Strengthened balance sheet: The pro forma company will have a greatly improved balance sheet to fund continued exploration and work programs across the combined portfolio of properties;
• Strong management and board: GFG is led by a highly credible team of explorers and developers and is supported by an experienced board of directors with significant expertise in exploration, operations and capital markets;
• Enhanced capital markets profile: Increased market capitalization, improved share trading liquidity, an expanded institutional investor base, and a greater ability to access the equity capital markets to finance ongoing exploration activities; and
• Compelling valuation upside: Attractive risk / reward opportunity with a diversified asset portfolio and expected pipeline of news flow and catalysts.

"We undertook a broad strategic review process after our AGM in 2017 with the goal of enhancing value for Rapier shareholders. Given the increased management and Board capabilities, strengthening of the balance sheet, and ongoing participation in Pen Gold within a larger diversified exploration company, the Board unanimously believes that this transaction offers the optimal path forward for Rapier shareholders," said Lorie Waisberg, member of the Rapier Special Committee.