VANCOUVER, Nov. 2, 2018 /CNW/ - Golden Reign Resources Ltd.
("Golden Reign") (TSXV: GRR) and Marlin Gold Mining Ltd. ("Marlin")
(TSXV:MLN) are pleased to announced that Marlin has been granted
the final court order from the Supreme Court of British Columbia approving the plan of
arrangement under the Business Corporations Act (British Columbia) (the "Arrangement"),
pursuant to which and subject to the terms of the Arrangement
Agreement date August 3, 2018,
between Golden Reign and Marlin (the "Arrangement Agreement"),
Golden Reign will acquire all of the issued and outstanding common
shares of Marlin on the basis set forth in the Arrangement
Agreement which is available under each company's SEDAR profile at
www.sedar.com. Receipt of the final order following approval of the
common share issuance in connection with the Arrangement by Golden
Reign shareholders, and approval of the Arrangement by Marlin
shareholders at their respective shareholders' meetings held on
October 30, 2018.
In addition to the receipt of the final order, the Arrangement
is subject to satisfaction of all other terms and conditions to the
Arrangement. It is currently expected that, subject to
receipt of all necessary approvals and satisfaction of all terms
and conditions, the Arrangement will close by November 9, 2018, and upon closing the combined
company will be named Mako Mining Corp. and the common shares of
the combined company are expected to commence trading on the TSX
Venture Exchange under the new trading symbol "MKO" within
approximately two business days following closing.
Full details of the Arrangement and certain other matters can be
found in the management information circulars of Golden Reign and
Marlin, respectively, each dated September
26, 2018, which are available under the applicable company's
profile on SEDAR at www.sedar.com.
A Letter of Transmittal was sent to each registered shareholder
of Marlin together with the notice of meeting and management
information circular of Marlin. It contains instructions for
obtaining delivery of a share certificate or a Direct Registration
System Advice evidencing ownership of the common shares in the
capital of the combined company, which such registered shareholder
of Marlin is entitled to receive upon the Arrangement becoming
effective.
Cautionary Note Regarding Forward-Looking Statements
This news release includes certain forward-looking statements or
information under applicable Canadian, U.S. and other securities
laws. Such forward-looking information and statements are often,
but not always, identified by the use of words such as "seek",
"anticipate", "believe", "plan", "estimate", "expect" and "intend"
and statements that an event or result "may", "will", "should",
"could", or "might" occur or be achieved and any other similar
expressions. Such forward-looking information includes, but is not
limited to, statements with respect to satisfaction of the terms
and conditions of the Arrangement and anticipated completion of the
Arrangement. These forward-looking statements are based on a number
of assumptions, including assumptions regarding the ability of the
parties to receive, in a timely manner and on satisfactory terms,
the necessary stock exchange approvals and the ability of the
parties to satisfy in a timely manner, the conditions to the
closing of the Arrangement. Management of each of Golden Reign and
Marlin, respectively, believes that these assumptions are
reasonable; however, some risks include, but are not limited to,
non-completion of the Arrangement, including due to the parties
failing to receive, in a timely manner and on satisfactory terms,
the necessary court and stock exchange approvals or the inability
of the parties to satisfy in a timely manner the other conditions
to the closing of the Arrangement. Forward-looking information is
subject to known and unknown risks, uncertainties and other factors
that could cause actual results to differ materially from those
contained in the forward-looking information. Some of these risks,
uncertainties and other factors are described under the heading
"Risk Factors" in the respective circulars available at
www.sedar.com. Forward-looking information is based on estimates
and opinions of management at the date the statements are made.
Except as required by applicable law, neither Golden Reign nor
Marlin undertakes any obligation to update forward-looking
information. Readers should not place undue reliance on
forward-looking information.
About Golden Reign
Golden Reign Resources Ltd. is a publicly listed (TSX-V: GRR)
mineral exploration company engaged in exploring the San
Albino-Murra Property and the El Jicaro Property, both of which are
located in Nueva Segovia,
Nicaragua. The company's prime objective is to bring its San
Albino Gold Deposit into production quickly and efficiently,
building cash flow to further advance a number of its other
prospective exploration targets. The Company's land package
comprises 13,771 hectares (138 km2) of prospective ground for gold
and silver mineralization. Hundreds of historical mines and
workings exist within the Corona de Oro Gold Belt, which is
approximately 3 kilometres wide by 20 kilometres long and is
spanned by the company's land package. For additional information
please visit our website at www.goldenreign.com and SEDAR
www.sedar.com.
About Marlin Gold
Marlin is a growth-oriented gold and silver mining company
focused on the Americas. The company owns three properties located
in Mexico and the USA and a portfolio of royalties. Marlin's
priority is to profitably operate its La Trinidad Mine, conduct
further exploration on its other projects and enhance shareholder
value through a strategic relationship with Sailfish Royalty Corp.
(TSX-V:FISH). Marlin is backed by a well-funded investor with a
successful track record in the resources sector. The La Trinidad
Mine in Sinaloa, Mexico declared
commercial production on November 1,
2014 and is one of the highest grade open pit heap leach
gold mines in Mexico.
Neither the 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.
SOURCE Marlin Gold Mining Ltd.