October 31, 2018 – Vancouver, British Columbia – Marlin Gold Mining Ltd. (TSX-V: MLN) (“Marlin” or the “Company”) is pleased to announce that at the special meeting of shareholders of the Company held on October 30, 2018 (the “Meeting”), shareholders of Marlin voted in favour of a special resolution to approve the plan of arrangement and certain connected transactions, pursuant to which Golden Reign Resources Ltd. (“Golden Reign”) will acquire all of the issued and outstanding shares of Marlin (the “Marlin Shares”) in exchange for 0.5138 of a Golden Reign common share (each, a “Golden Reign Share”) for each Marlin Share by way of a court-approved plan of arrangement (the “Arrangement”). In addition, Marlin will distribute an aggregate of 18,148,654 Golden Reign Shares currently held by Marlin to shareholders of Marlin on the basis of 0.1022 of a Golden Reign Share for each Marlin Share, bringing the total of Golden Reign Share to be received by the shareholders of Marlin to 0.6160 of a Golden Reign Share for each Marlin Share held.
Approval of the Arrangement required approval by: (i) at least two-thirds (66?%) of the votes cast by shareholders, voting as a single class, present in person or represented by proxy and entitled to vote at the Meeting; and (b) a simple majority of the votes cast by shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding the votes cast by such shareholders that are required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).
At the Meeting, approximately 91.43% of the outstanding Marlin Shares were present in person or represented by proxy.
The voting results are summarized as follows:
|Votes For||%Votes For||Votes Against||%Votes Against|
|Shareholders, excluding the votes of certain shareholders as required by MI 61-101||8,232,100||84.45%||1,516,150||15.55%|
Marlin intends to seek a final order approving the Arrangement from the Supreme Court of British Columbia at a hearing to be held on November 1, 2018. In addition to the approval of the court, 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.
Further information about the Arrangement is set forth in the information circular in respect of the Meeting which have been filed with the Canadian securities regulators and is available on SEDAR at 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.
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Original Article: http://www.marlingold.com/News%20PDFs/2018/2018.10.31_NR.pdf