GFG Resources Completes Acquisition of Rapier Gold
202 – 640 Broadway Ave.
Saskatoon, SK S7N 1A9
Tel: 306-931-0930
February 28, 2018
GFG Resources Completes Acquisition of Rapier Gold
Saskatoon, Saskatchewan, Canada: GFG Resources Inc. (TSX- V: GFG) (OTCQB: GFGSF) (“GFG” or the
“Company”) and Rapier Gold Inc. (TSX-V: RPR) (“Rapier”) are pleased to announce the completion of the
previously announced plan of arrangement (the “Arrangement”) whereby GFG acquired all of the issued
and outstanding shares of Rapier. The Arrangement was an integral part of the Company’s recent land
consolidation west of the prolific gold mining district of Timmins, Ontario. With the completion of this
transaction, GFG now controls 700 square kil ometres (“km 2”) of highly prospective district scale gold
assets in tier one mining jurisdictions in Ontario and Wyoming.
Brian Skanderbeg, President and CEO of GFG, commented, “We are very pleased to complete the Rapier
acquisition and welcome all Rapier shareh olders and stakeholders. Our recent land consolidation in
Ontario leverages our skill set and complements our strategy to control district scale gold projects that
are highly prospective and located in tier one mining jurisdictions. We are excited about th e discovery
potential within this gold belt and will immediately begin to aggressively advance and explore our new
565 km2 land package.”
Under the terms of the Arrangement, all of Rapier’s issued and outstanding common shares were
exchanged on the basis of 0.15 of a GFG common share for each one Rapier common share. Upon closing
of the Arrangement, GFG has 87,202,697 common shares outstanding, of which approximately 17% will
be held by former Rapier shareholders. Rapier common shares are expected to be delisted from the TSX
Venture Exchange effective at the close of market on February 28, 2018.
Full details of the Arrangement and certain other matters are set out in the management information
circular of Rapier dated January 11, 2018 (the “Information Circular”). A copy of the Information Circular
can be found under Rapier’s profile on SEDAR at www.sedar.com. Rapier shareholders who have
questions or who may require assistance with the completion of the letter of transmi ttal are advised to
contact TSX Trust Company, the depositary for the Arrangement, by telephone (toll -free) at 1-866-600-
5869 or by email at [email protected].
In the coming weeks, the Company will provide an outline for its 2018 exploration plans in Ontario and
Wyoming.
With the completion of the newly consolidated west Timmins land package, the Company welcomes all
shareholders and stakeholders to access detailed information on the Pen Gold ( defined as the Pen Gold
and West Porcupine Gold properties) and Dore Gold (previously the “Swayze Gold Project”) projects along
with an updated presentation and fact sheet, at its website www.gfgresources.com
1080 – 789 West Pender Street
Vancouver, BC V6C 1H2
Tel: 604-569-0049
Subject to the acceptance for filing of applicable regulatory authorities, and in order to preserve its cash
on hand, the Company has agreed to issue a total of 121,021 GFG common shares at the price of $0.415
per share in satisfaction of debts owing by Rapier to a creditor of Rapier in the aggregate amount of
$50,223.83.
Qualified Persons
Brian Skanderbeg, P.Geo. and M.Sc., serves as President and CEO of GFG, and is a “qualified person” within
the meaning of National Instrument 43-101 – Standards of Disclosure for Mineral Projects. Mr. Skanderbeg
has reviewed and approved the information contained in this news release.
About GFG Resources Inc.
GFG Resources is a North American precious metals exploration company headquartered in Saskatoon,
Saskatchewan, Canada, whose shares trade on the TSX Venture Exchange (GFG) and on the OTCQB
(GFGSF). The Company controls 100% of the Rattlesnake Hills Gold Project, a district scale gold exploration
project located approximately 100 kilometres southwest of Casper, Wyoming, U.S. The geologic setting,
alteration and mineralization seen in the Rattlesnake Hills are similar to other gold deposits of the Rocky
Mountain alkaline province which, collectively, have produced over 50 million ounces of gold. The
Company also o wns 100% of two large and highly prospective gold properties west of the prolific gold
district of Timmins, Ontario, Canada. The Ontario properties are comprised of the 44,500 -hectare Pen
Gold Project (including the West Porcupine property) and the 12,000-hectare Dore Gold Project.
For further information, please contact:
GFG Resources Inc.
Brian Skanderbeg, President & CEO
Phone: (306) 931-0930
or
Marc Lepage, Vice President, Business Development
Phone: (306) 931-0930
Email: [email protected]
Website: www.gfgresources.com
Neither 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 release.
CAUTION REGARDING FORWARD-LOOKING INFORMATION
All statements, other than statements of historical fact, contained in this news release constitute “forward-looking information” within the meaning
of applicable Canadian securities laws and “forward -looking statements” within the meaning of the United States Private Securities Litigation
Reform Act of 1995 (referred to herein as “forward -looking statements”). Forward-looking statements include, but are not limited to, the future
price of gold, success of exploration activities and metallurgical test work, permitting time lines, currency exchange rate fluctuations, requirements
for additional capital, government regulation of exploration work, environmental risks, unanticipated reclamation expenses, title disputes or claims
and limitations on insurance coverage. Generally, these forward-looking statements can be identified by the use of forward -looking terminology
such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does
not anticipate” or “believes”, or the negative connotation thereof or variations of such words and phrases or state that cert ain actions, events or
results, “may”, “could”, “would”, “will”, “might” or “will be taken”, “occur” or “be achieved” or the negative connotation thereof.
All forward-looking statements are based on various assumptions, including, without limitation, the expectations and beliefs of managemen t, the
assumed long-term price of gold, that the Company will receive required permits and access to surface rights, th at the Company can access
financing, appropriate equipment and sufficient labour, and that the political environment within Canada and the United State s will continue to
support the development of mining projects in Canada and the United States. In addition, the similarity or proximity of other gold deposits to the
Rattlesnake Hill Gold Project, the Pen Gold Project and the Dore Gold Project is not necessary indicative of the geological s etting, alteration and
mineralization of the Rattlesnake Hills Gold Project, the Pen Gold Project and the Dore Gold Project.
Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of
activity, performance or achievements of GFG to be materially different from those expressed or implied by such forward -looking statements,
including but not limited to: actual results of current exploration activities; environmental risks; future prices of gold; operating risks; accidents,
labour issues and other risks of the mining industry; delays in obtaining government approvals or financing; and other risks and uncertainties. These
risks and uncertainties are not, and should not be construed as being, exhaustive.
Although GFG has attempted to identif y important factors that could cause actual results to differ materially from those contained in forward -
looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that
such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in s uch statements. In
addition, forward-looking statements are provided solely for the purpose of providing information about manage ment’s current expectations and
plans and allowing investors and others to get a better understanding of our operating environment. Accordingly, readers should not place undue
reliance on forward-looking statements.
Forward-looking statements in this news release are made as of the date hereof and GFG assumes no obligation to update any forward -looking
statements, except as required by applicable laws.