Rapier to be Acquired by GFG Resources Inc. - Seite 2

Transaction Details

Under the terms of the Arrangement Agreement, the Transaction will be carried out by way of a court approved plan of arrangement and will require the approval of at least 66 2/3% of the votes cast by the shareholders of Rapier present in person or by proxy at a special meeting expected to be held in February of 2018 (the "Rapier Meeting"), at least 66 2/3% of the votes cast by securityholders of Rapier present in person or by proxy at the Rapier Meeting, voting as a single class and, if required by Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"), "minority approval" in accordance with section 8.1 of MI 61-101. Completion of the Transaction is subject to requisite regulatory, securityholder and court approvals, completion of the GFG Financing for gross proceeds of not less than C$5,000,000 and other customary closing conditions. The Transaction includes customary deal-protection provisions, including non-solicitation provisions, a right to match in the event of a superior proposal and a termination fee payable under certain circumstances. Full details of the Transaction will be included in the management information circular of Rapier to be mailed in respect of the Rapier Meeting. The Arrangement Agreement will be posted to Rapier's SEDAR profile at www.sedar.com.

Outstanding options to purchase Rapier Shares ("Rapier Options") that have not been duly exercised prior to the effective date of the Arrangement, will be exchanged for a fully vested option of GFG to purchase from GFG the number of GFG Shares (rounded down to the nearest whole share) equal to: (i) the exchange ratio, being 0.15, multiplied by (ii) the number of Rapier Shares subject to such Rapier Option immediately prior to the effective date of the Arrangement. Outstanding common share purchase warrants of Rapier ("Rapier Warrants") will be amended to include an adjustment feature, such that upon completion of the Arrangement, the holders of Rapier Warrants will be entitled to receive, upon exercise of their Rapier Warrants, the number of GFG Shares which the holders would have been entitled to receive as a result of the Arrangement, if immediately prior to the effective date the holders had exercised their Rapier Warrants. In addition, outstanding deferred share units of Rapier will be settled for GFG Shares.