VANCOUVER, Dec. 21, 2017 /CNW/ - Marlin Gold Mining Ltd. (TSX-V: MLN) ("Marlin" or the "Company") is pleased to announce that, further to its December 19, 2017 press release it expects to close the Company's previously announced plan of arrangement (the "Arrangement") to reorganize its business, including the spin-off of its wholly-owned subsidiary, Sailfish Royalty Corp. ("Sailfish") on December 22, 2017.
Pursuant to the Arrangement Marlin shareholders as of the close of business on December 21, 2017 will receive for every five shares of Marlin (the "Old Marlin Shares") one share of Sailfish (a "Sailfish Share") and five new common shares of Marlin (the "New Marlin Shares"). To facilitate closing of the Arrangement, Marlin expects that the Old Marlin Shares will be de-listed from the TSX-V following the close of trading on December 21, 2017. The Sailfish Shares and New Marlin Shares will be listed on the TSX-V effective as of December 22, 2017, with the Sailfish Shares having the symbol "FISH" and the New Marlin Shares having the same symbol as the Old Marlin Shares, "MLN". Marlin expects that the New Marlin Shares and Sailfish Shares will be halted at the open of trading on December 22, 2017, with trading to commence in the New Marlin Shares following confirmation that the Arrangement has closed and trading to commence in the Sailfish Shares the following week after receipt by the TSX-V of certain customary closing deliveries.
For further details about the Arrangement, please refer to the Company's management information circular dated November 15, 2017, available under the Company's profile on SEDAR at www.sedar.com.
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 the spin-off of its wholly owned subsidiary, Sailfish Royalty Corp. 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 the term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
None of the securities to be issued under the Arrangement have been or will be registered under the United States Securities Act of 1933, as amended, or any state securities laws, and such securities are anticipated to be issued in the United States pursuant to exemptions from such registration requirements. This news release does not constitute an offer of any securities for sale, nor a solicitation for offers to buy any securities.
Cautionary statement regarding forward‐looking information
This news release contains "forward-looking statements" within the meaning of applicable securities laws. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by words such as the following: expects, plans, anticipates, believes, intends, estimates, projects, assumes, potential and similar expressions. Forward-looking statements also include reference to events or conditions that will, would, may, could or should occur, including, without limitation, statements relating to the completion of the Arrangement. These forward-looking statements are necessarily based upon a number of estimates and assumptions that are based on management's expectations and considered reasonable at the time they are made, including among others: that the Company will obtain all regulatory approvals for the Arrangement; that the Company will be able to complete the Arrangement as expected; that the SpinCo Shares will be accepted for listing on the TSX-V; and that the Company will complete the acquisition of the TZ Royalty concurrently with the Arrangement. Investors are cautioned that all forward-looking statements are inherently subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements, including, without limitation: that the Company may be unable to obtain all necessary regulatory approvals for the Arrangement as and when expected or at all; that the Arrangement may not be completed as expected or at all; that the Company may not close the acquisition of the TZ Royalty as expected or at all; and other risks and uncertainties, including those described in the Company's annual management's discussion and analysis filed on SEDAR at www.sedar.com. As a result, readers are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements contained in this news release are made as of the date of this release. Unless required by law, Marlin has no intention to and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
SOURCE Marlin Gold Mining Ltd.
For further information: Akiba Leisman, Executive Chairman and Interim CEO, Marlin Gold Mining Ltd., Telephone: 203-862-7059, E-mail: [email protected]