Canarc to Acquire Oro Silver and its El Compas Gold-Silver
Mining Project in Zacatecas, Mexico from Marlin Gold
Vancouver, Canada July 6, 2015 Canarc Resource Corp. (Canarc)
(TSX: CCM, OTC-BB: CRCUF, Frankfurt: CAN) announces the signing of
a letter of intent (LOI) with Marlin Gold Mining Ltd. (Marlin)
(TSX.V: MLN) whereby Canarc may acquire 100% of the shares in
Marlins wholly owned subsidiary company, Oro Silver Resources Ltd.
(Oro Silver), which owns the fully permitted El Compas Gold-Silver
Mine Project (El Compas) in Zacatecas, Mexico (the
Transaction).
El Compas Gold-Silver Mine Project Highlights
The El Compas property is a fully permitted gold-silver mine
project located in the heart of one of the world's most prolific
silver mining districts, Zacatecas, Mexico, with excellent road
access and infrastructure with readily available water, power and
skilled labour. Comprised of
23 concessions totalling 2,900 hectares, El
Compas is host to a number of gold bearing veins mined underground
on a small scale by a private Mexican company in the past. A total
of 86 drill holes were completed between 2005-2010 to confirm
high-grade gold and silver mineralization within at least two of
the vein structures (El Compas and El Orito).
Although exploration efforts to date focused on the gold bearing
vein system near surface, significant potential exists for
additional mineralization at depth in the El Compas and El Orito
veins, and near surface in several other prospective veins hosted
within the Mesozoic volcanic rocks typical of the district. SRK
Consulting compiled the results of previous exploration work into a
NI 43-101 resource estimate report for Marlin dated January 30,
2011, which is summarized below.
NI 43-101 Resource
(2 g/t cutoff grade)[1] [2]
Indicated:
524,000 tonnes @ 4.38 g/t gold and 65.53 g/t silver (5.42 g/t gold equivalent)
Inferred:
419,1000 tonnes @ 3.98 g/t gold and 47.57 g/t
silver (4.74 g/t gold equivalent)
Canarc considers these resources to be historical, it has not
independently verified these resources, and therefore they should
not be relied upon.
The Proposed Transaction
The Letter of Intent anticipates that Canarc would acquire a
100% interest in Marlins wholly owned subsidiary Oro Silver (Oro
Silver). Oro Silver owns 100% of El Compas. Based on a definitive
agreement, Canarc will issue Marlin a total of 19 million Canarc
shares in exchange of 100% interest in Oro Silver.
Additionally, on each of the first three anniversaries of the
definitive agreement, 55 troy ounces of gold (or the US dollar
equivalent) will be paid by Canarc to Marlin, or any of its
subsidiaries.
Certain mineral concessions named Altiplano come with a 3% NSR
royalty and a buy back option. Marlin will retain the Altiplano
royalty buy back option and will receive a 1.5% NSR on all
Non-Altiplano claims (the Non-Altiplano NSR) that currently have no
royalty associated with them.
Closing of the definitive agreement will be contingent on Canarc
raising equity financing of approximately CAD$750,000 by way of
private placement. Marlin will place a lead order of CAD$100,000
for this financing.
Marlin has granted Canarc exclusivity (the Exclusivity Period)
to September 30, 2015 in order to complete its due diligence, an NI
43-101 report, the proposed financing and negotiations for a
definitive agreement with respect to the Transaction. Following the
completion of the Transaction, Marlin will have the right to
nominate one person to Canarc board of directors.
The definitive agreement will include customary provisions and
deal protections, including receipt of all necessary consents and
approvals, including all board of directors, required stock
exchange and shareholder approvals if necessary.
Bradford Cooke, Chairman and Founder of Canarc, commented:
Todays announcement marks an important step forward for Canarc in
that the El Compass property is an advanced stage mining project
fully permitted for mining. Appropriate plant and tailings sites on
the property were part of the permitting process. Oro Silver
represents a great opportunity for Canarc to take advantage of our
extensive management and board operating experience to build and
operate a high grade mine in Mexico."
Mr. Catalin Chiloflischi, CEO of Canarc, stated: The proposed
acquisition of a fully permitted mining project located in one of
the worlds most prolific gold-silver districs, provides Canarc a
great opportunity to transition into a successful producing
gold-silver mining company.
Transaction Rationale for Canarc
- Adds a second advanced mining asset to Canarcs property
portfolio
- Potential for Canarc to build and operate a high grade
gold-silver mine and transition into a producer over the near
term;
- Diversifies our asset base while maintaining the focus on gold
and silver
- Leverages Canarcs in-house mine operating experience
- Near term cash flow will help facilitate future growth;
- Potential to increase Canarcs total gold equivalent resources
with additional drilling
Canarc plans to complete a more detailed assessment of the El
Compas reserves and resources, mine operations and plan, and future
economic performance in order to develop its own long term growth
plan, including capital and operating costs, and exploration
programs and budgets.
The aforementioned transaction is subject to regulatory
approval.
Catalin Chiloflischi
____________________
Catalin Chiloflischi, CEO
CANARC RESOURCE CORP.
Qualified Person Garry Biles, P. Eng., President & COO for
Canarc Resource Corp, is the Qualified Person who reviewed and
approved the contents of this news release.
About Canarc Resource Corp. - Canarc is a growth-oriented, gold
exploration and mining company listed on the TSX (CCM) and the
OTC-BB (CRCUF). The Company currently has a partner earning up
to a 51% interest in its main asset, the 1.1 million oz, high
grade, underground, New Polaris gold mine project in British
Columbia by advancing it to the feasibility stage. Canarc is also
focused on exploring its Windfall Hills gold properties in central
BC and is actively seeking to acquire an operating or
pre-production gold mine in the Americas.
About Marlin Gold Ltd. - Marlin is a TSX-V publicly-listed
company with properties located in Sinaloa and Zacatecas, Mexico
and Arizona, U.S.A. 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.
For More Information - Please contact:
Canarc Resource Corp
Catalin Chiloflischi, CEO
Toll Free: 1-877-684-9700Tel: (604) 685-9700Fax: (604)
685-9744
Email: catalin@canarc.net Website: www.canarc.net
Marlin Gold Mining Ltd.
Akiba Leisman, Executive Chairman
Telephone: 203-862-7059
E-mail: aleisman@marlingold.com
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements within the
meaning of the United States private securities litigation reform
act of 1995 and forward-looking information within the meaning of
applicable Canadian securities legislation. Statements contained in
this news release that are not historical facts are forward-looking
information that involves known and unknown risks and
uncertainties. Forward-looking statements in this news release
include, but are not limited to, statements with respect to the
potential Transaction, the completion of a private placement, the
benefits of the potential Transaction, the merits of the mineral
properties of Canarc and Marlin, the future performance of Canarc
and Marlin, mineral resource estimates and the Company's plans and
exploration programs for its mineral properties, including the
timing of such plans and programs. In certain cases,
forward-looking statements can be identified by the use of words
such as "plans", "has proven", "expects" or "does not expect", "is
expected", "potential", "appears", "budget", "scheduled",
"estimates", "forecasts", "at least", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words
and phrases or state that certain actions, events or results "may",
"could", "would", "should", "might" or "will be taken", "occur" or
"be achieved".
Forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of the Company to be materially
different from any future results, performance or achievements
expressed or implied by the forward-looking statements. Such risks
and other factors include, among others, risks related to the
Company's ability to negotiate a definitive agreement with Marlin
and complete the Transaction, the Company's ability to complete a
private placement, uncertainties inherent in the estimation of
mineral resources; commodity prices; changes in general economic
conditions; market sentiment; currency exchange rates; the
Company's ability to continue as a going concern; the Company's
ability to raise funds through equity financings; risks inherent in
mineral exploration; risks related to operations in foreign
countries; future prices of metals; failure of equipment or
processes to operate as anticipated; accidents, labor disputes and
other risks of the mining industry; delays in obtaining
governmental approvals; government regulation of mining operations;
environmental risks; title disputes or claims; limitations on
insurance coverage and the timing and possible outcome of
litigation. Although the Company has attempted to identify
important factors that could affect the Company and may cause
actual actions, events or results to differ materially from those
described in forward-looking statements, there may be other factors
that cause actions, events or results not to be as anticipated,
estimated or intended. There can be no assurance that
forward-looking statements will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such statements. Accordingly, do not place undue
reliance on forward-looking statements. All statements are made as
of the date of this news release and the Company is under no
obligation to update or alter any forward-looking statements except
as required under applicable securities laws.
Forward-looking statements are based on assumptions that the
Company believes to be reasonable, including expectations regarding
the ability of the Company to negotiate a definitive agreement with
Marlin and complete the Transaction, the ability of the Company to
complete a private placement, the merits of the mineral properties
of the Company and Marlin, the accuracy of the mineral resource
estimates of the Company and Marlin, mineral exploration and
development costs; expected trends in mineral prices and currency
exchange rates; that the Company's activities will be in accordance
with the Company's public statements and stated goals; that there
will be no material adverse change affecting the Company or its
properties; that all required approvals will be obtained and that
there will be no significant disruptions affecting the Company or
its properties.