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 Golden Reign Resources Ltd.