May 27, 2014 – Vancouver, Canada – Marlin Gold Mining Ltd.
(TSXV: MLN) (“Marlin” or the “Company”) announces that it
has closed its previously announced credit facility (the “Loan”) with
Sprott Resource Lending Partnership (the “Lender”) for $10,000,000. The
Loan will bear interest at a rate of 10% per annum, and will be secured against
all of the assets of Marlin and the majority of the assets of its subsidiaries.
However, the conditions of the Loan allow for the shares of Sailfish Royalty
Corporation (a wholly-owned subsidiary of Marlin) to be distributed by Marlin
to its shareholders on a pro-rata basis. The Loan will be payable in full on or
before October 31, 2015, subject to certain prepayment rights in favour of
Marlin. Medalist Capital Ltd. was paid a finder’s fee of 2% in connection with
the Loan.
In addition to the Loan, the Company has approved an
additional non-brokered private placement equity financing for gross proceeds
of up to $1,000,000 at a purchase price of $0.10 per common share (the
“Private Placement”). The Company expects to issue up to 10,000,000
common shares (“Common Shares”) in connection with the Private
Placement. The Common Shares will be subject to a hold period of four months
plus one day from the closing of the Private Placement. The Common Shares
described herein have not been, and will not be, registered under the United
States Securities Act of 1933, as amended, and may not be offered or sold
within the United States absent registration or an applicable exemption from
the registration requirements of such Act. Completion of the Private Placement
is subject to the receipt of regulatory approvals, including the approval of
the TSX Venture Exchange.
The Company proposes to use the proceeds from the Private
Placement, the Loan, and the $5,000,000 non-brokered private placement equity
financing with Wexford Spectrum Trading Limited and Wexford Catalyst Trading
Limited which closed last month, in aggregate totaling $16,000,000 before
transaction costs, to, amongst other things, fund the proposed acquisition of
the San Albino Gold Deposit stream, fund the Company’s proposed equity
investment in Golden Reign Resources Ltd. (“Golden Reign”; TSX-V:
GRR), and for general corporate expenses. There may be circumstances where, for
sound business reasons, a reallocation of funds may be deemed prudent or
necessary in the Company’s sole discretion.
As a result of completing the Loan and the private placement
equity financings the Company has cancelled the previously announced public
equity offering.
Golden Reign Due Diligence Has Provided Better Than Expected
Metallurgical Results
Marlin has substantially completed its due diligence on
Golden Reign’s San Albino Gold Deposit and is finalizing definitive agreements
with Golden Reign in connection with the proposed acquisition of the gold stream
and equity investment.
As part of the technical due diligence, Sonoran Resources,
LLC (“Sonoran”) in conjunction with Golden Reign, have advanced
mining and processing development plans sufficient to continue with a
preliminary economic assessment of the San Albino Gold Deposit.
Sonoran planned and provided oversight for the latest
metallurgical work performed by the independent, accredited metallurgical and
analytical laboratory McClelland Laboratories, Inc. of Sparks, Nevada. To date,
metallurgical recoveries have met or exceeded results reported in Golden
Reign’s NI 43-101 compliant Technical Report and Resource Estimate dated
January 4, 2013, as well as additional results from work completed by
Inspectorate Exploration and Mining Services Ltd., Metallurgical Division of
Richmond, British Columbia, reported via Golden Reign’s news releases of June
11, 2013 and March 27, 2014. John M. Kowalchuk, P.Geo, a geologist and Golden
Reign’s qualified person (as defined under NI 43-101) has read and approved the
technical information contained in this news release. Mr. Kowalchuk is a senior
geologist consulting to Golden Reign.
About Marlin
Marlin is a publicly-listed company on the TSX Venture
Exchange with properties located in Sinaloa and Zacatecas, Mexico. Marlin’s
priority is to advance its properties toward commercial production and enhance
shareholder value through financial optimization, namely through the growth of
its wholly-owned subsidiary, Sailfish Royalty Corp. The La Trinidad property,
which hosts the Taunus gold deposit, had a first gold pour on February 28,
2014. A NI 43-101 resource estimate and preliminary economic assessment for the
Taunus gold deposit can be found at www.sedar.com or at www.marlingold.com.
For further information contact:
John Brownlie, CEO
Marlin Gold Mining Ltd.
Telephone: 604-646-1580
E-mail: [email protected]
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.
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 in relation
to statements regarding the closing of the transactions with Golden Reign and
the anticipated use of proceeds from the Private Placement. These
forward-looking statements are necessarily based upon a number of estimates and
assumptions that, while based on management’s expectations and considered
reasonable at the time they are made, 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: uncertainties related to raising sufficient financing to
fund the planned work in a timely manner and on acceptable terms; changes in
planned work resulting from logistical, technical or other factors; the
possibility that results of work will not fulfill projections/expectations and
realize the perceived potential of the Company’s projects; uncertainties involved
in the interpretation of drilling results and other tests and the estimation of
gold resources; risk of accidents, equipment breakdowns and labour disputes or
other unanticipated difficulties or interruptions; the possibility of
environmental issues at the Company’s projects; the possibility of cost
overruns or unanticipated expenses in work programs; the need to obtain permits
and comply with environmental laws and regulations and other government
requirements; fluctuations in the price of gold and other risks and
uncertainties, including those described in the Company’s current Annual
Information Form 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.
