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.
For further information: Kevin Bullock, Chief Executive Officer, Golden Reign Resources Ltd., telephone: (647) 388-1842, e-mail: [email protected]; and Akiba Leisman, Executive Chairman and Interim CEO, Marlin Gold Mining Ltd., telephone: 203-862-7059, e-mail: [email protected]