VANCOUVER, Nov. 9, 2018 /CNW/ - Mako Mining Corp. (formerly
Golden Reign Resources) (the "Company" or "Mako
Mining") (TSX-V:GRR) and Marlin Gold Mining Ltd.
("Marlin") (TSX-V:MLN) are pleased to announce the
successful completion of the previously announced business
combination transaction of the two companies pursuant to a plan of
arrangement under the Business Corporations Act
(British Columbia) (the
"Arrangement"), whereby the Company acquired all of the
issued and outstanding common shares of Marlin (the "Marlin
Shares"). Prior to the closing of the Arrangement, the parties
completed the previously announced amendment to the Company's Gold
Purchase Agreement with Sailfish Royalty Corp. and the Marlin
Reorganization, including the sale of Marlin's Commonwealth Project
to funds controlled by Wexford Capital LP, Marlin's controlling
shareholder, which extinguished all of Marlin's loans and any other
debts and liabilities owing to Wexford.
"As a result of the Arrangement, shareholders of Mako Mining
will benefit from the producing La Trinidad Gold Mine in
Mexico, cash in the bank and no
debt, and an unencumbered, fully permitted, high grade gold
development asset in Northern
Nicaragua" stated Kevin
Bullock, CEO of Mako Mining. He went on to say "having
now amended the previous Gold Purchase Agreement with Sailfish,
Mako Mining shareholders will also benefit from building a fully
permitted, unencumbered asset with security and provisions
commensurate with a standard, third-party NSR agreement."
Shareholders of Marlin approved the Arrangement on October 30, 2018, and shareholders of the Company
approved the issuance of common shares of the Company pursuant to
the Arrangement (the "Company Shares") on the same date. The
Supreme Court of British Columbia
issued the final order approving the Arrangement on November 1, 2018.
Effective upon closing of the Arrangement, the directors of Mako
Mining are Messrs. Kevin Bullock,
Rael Lipson, John Conlon and Akiba
Leisman, each of whom are continuing directors of the
Company, together with Messrs. Cesar
Gonzalez and John Pontuis,
who were previously directors of Marlin, and Mr. John Hick, who is a new director.
Joining the current Mako Mining senior management team from
Marlin, effective upon closing of the Arrangement, is Scott Kelly, as Interim Chief Financial Officer
and Corporate Secretary and Jesse
Munoz, as Chief Operating Officer. Kevin Bullock continues as Chief Executive
Officer and Zoran Pudar continues as
Vice President, Exploration of the Company.
Pursuant to the Arrangement, Marlin
Gold has become a wholly-owned subsidiary of the Company and
all of the issued and outstanding Marlin Shares were transferred to
the Company in consideration for the issuance by the Company of
0.5138 of a Company Share for each Marlin
Share. Marlin Gold
shareholders also received a distribution of Company Shares
previously held by Marlin, on the basis of 0.1022 Company Shares
for each Marlin common share.
Following the Arrangement, the Company has 283,405,472 Company
Shares outstanding, with the Company's pre-Arrangement shareholders
owning approximately 55% and former Marlin shareholders (including
those already owning Company Shares) owning approximately 45% of
the outstanding Company Shares.
Full details of the Arrangement and certain other matters can be
found in the management information circular of the Company dated
September 26, 2018 (the "Company
Circular") and the management information circular of Marlin
dated September 26, 2018 (the
"Marlin Circular"). Electronic copies of the Company
Circular and the Marlin Circular are available under each company's
profile on SEDAR at www.sedar.com.
A Letter of Transmittal was sent to each registered holder of
Marlin Shares together with the Marlin Circular. It contains
instructions for obtaining delivery of a Direct Registration System
Advice or physical share certificate evidencing ownership of
Company Shares which such registered holder of Marlin Shares is
entitled to receive upon the Arrangement becoming effective. The
Letter of Transmittal is also available under the profile of Marlin
on SEDAR at www.sedar.com. For further details, see the Marlin
Circular.
Execution of Amended and Restated Stream Agreement and New
Royalty Agreement
As a condition to the closing of the Arrangement, the Company
and its subsidiaries, Marlin and Sailfish Royalty Corp.
("Sailfish") entered into the previously announced Amended
and Restated Gold Stream Agreement on mutually agreeable terms, to
restructure the existing gold stream on San Albino, which provides
a gold stream that is equivalent to a 3% net smelter returns
royalty with respect to a certain area of interest on San Albino
concession (the "AOI"), and the Company and its subsidiaries
and Sailfish also entered into a new royalty agreement with respect
to a 2% net smelter returns royalty on production from the San
Albino concession (exclusive of the AOI) and the El Jicaro
concession.
The Amended and Restated Gold Stream Agreement and related
transactions are subject to MI 61-101 based on the fact that
Sailfish is a related party of Marlin. Marlin relied on the
exemption from the requirement to obtain a valuation provided in
Section 5.5(a) of MI 61-101 based on the fact that the fair market
value of the Amended and Restated Gold Stream Agreement and related
transactions did not exceed 25% of Marlin's market capitalization
prior to the closing of such transaction. Marlin obtained a
simple majority of the votes cast by the shareholders of Marlin at
the special meeting of shareholders on October 30, 2018, excluding votes from Sailfish,
Wexford Catalyst Trading Limited, Wexford Spectrum Trading Limited,
Akiba Leisman, and Cesar Gonzalez (the "Related
Parties").
Completion of the Sale of Company Shares
As condition to closing of the Arrangement, Marlin completed the
sale of 18,148,655 Company Shares to Wexford Catalyst Trading
Limited, Akiba Leisman, Cesar Gonzalez and another party for gross
proceeds of C$2,793,078.
The sale of the Company Shares is subject to Multilateral
Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions ("MI 61-101") based on the fact
that Wexford Catalyst Trading Limited, Akiba Leisman and Cesar
Gonzalez were related parties of Marlin. Marlin relied on
the exemption from the requirement to obtain a valuation provided
in Section 5.5(a) of MI 61-101 based on the fact that the fair
market value of the related parties' participation in the sale of
the Company Shares did not exceed 25% of Marlin's market
capitalization prior to the closing of such transaction.
Marlin obtained a simple majority of the votes cast by the
shareholders of Marlin at the special meeting of shareholders on
October 30, 2018, excluding votes
from the Related Parties.
Completion of the Sale of Marlin Gold Mining USA Ltd. and Marlin Gold US
Corporation
As condition to closing of the Arrangement, Marlin sold all its
assets relating to its Commonwealth silver and gold property in
Cochise Country, Arizona to
certain funds controlled by Wexford Capital LP (the "Wexford
Funds") and extinguished all of Marlin's loans and liabilities
to such funds (which debts and liabilities equaled approximately
US$75,217,486).
The sale of such assets to the Wexford Funds is subject to MI
61-101 based on the fact that the Wexford Funds are controlled by a
related party of Marlin. Marlin relied on the exemption from the
requirement to obtain a valuation provided in Section 5.5(b) of MI
61-101 as the common shares of Marlin are not listed on a specified
market as a result of being listed on the TSXV. Marlin obtained a
simple majority of the votes casted by the shareholders of Marlin
at the special meeting of shareholders on October 30, 2018, excluding votes from the
Related Parties.
Name Change, New Trading Symbol and Delisting of Marlin
Shares
The Company has also completed its previously contemplated name
change from "Golden Reign Resources Ltd." to "Mako Mining Corp."
following the completion of the Arrangement.
The TSXV will issue a bulletin confirming the closing of the
Arrangement, the name change and the date on which the Company
Shares will commence trading under the trading symbol "MKO"
following the name change, which new symbol is set to become
effective at the open of trading on November
14, 2018. Mako Mining will launch its new website on
November 14, 2018 at www.makominingcorp.com.
The Company Shares will continue to trade on the TSXV under the
name "Golden Reign Resources Ltd." until the Company's new name and
trading symbol become effective on November
14, 2018. The Marlin Shares will continue to trade on the
TSXV, in the form of "entitlements" until delisting from the TSXV,
which delisting is expected to take effect by the close of trading
on November 13, 2018.
About Mako Mining
Mako Mining Corp. ("Mako" or the "Company") is a
publicly listed gold mining, development and exploration firm. It
operates the producing La Trinidad
open-pit, heap leach gold mine in Sinaloa State, Mexico and is developing its San Albino gold
project in Nuevo Segovia,
Nicaragua. Mako's primary
objective is to bring San Albino into production quickly and
efficiently, while continuing exploration of prospective targets in
both Mexico and Nicaragua.
Currently, Mako is exploring for gold and silver mineralization
on more than 60,200 hectares (602 km2) land holdings in Sinaloa
State, Mexico and on 13,771
hectares (138 km2) at the San Albino-Murra and El Jicaro
properties, both in Nueva Segovia,
Nicaragua. The Corona de Oro Gold
Belt, approximately 3 kilometres wide by 23 kilometres long,
contains hundreds of historical mines and workings and spans the
entirety of the Company's Nicaragua land package.
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 the future financial
or operating performance of the combined organization and its
properties; statements regarding synergies and financial impact of
the Arrangement; the benefits of the Arrangement and the timing and
possible outcome of regulatory matters, including the delisting of
Marlin Shares and the trading of Company Shares under the new
trading symbol "MKO"; and Mako's stated prime business objective.
These forward-looking statements, and any assumptions upon which
they are based, are made in good faith and reflect our current
judgment. Management believes that these assumptions are
reasonable; however, some risks include, but are not limited to,
there being a delay in the delisting of Marlin Shares or the
trading of Company Shares under the new trading symbol "MKO"; the
benefits expected from the Arrangement not being realized; risks
related to the integration of the acquisition of Marlin and its
business; general business, economic, competitive, political and
social uncertainties; legal challenges to permits or permitting
applications; the actual results of current and future exploration
and production activities; the actual results of reclamation
activities; conclusions of economic evaluations; meeting various
expected cost estimates; changes in project parametres and/or
economic assessments as plans continue to be refined; future prices
of metals; possible variations of mineral grade or recovery rates;
the risk that actual costs may exceed estimated costs; failure of
plant, equipment or processes to operate as anticipated; accidents,
political instability, labour disputes and other risks of the
mining industry. Readers are cautioned that this information may
not be appropriate for any other purposes. 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 each of the Golden Reign
Circular and the Marlin Circular, each 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 Mako nor Marlin
undertakes any obligation to update forward-looking information.
Readers should not place undue reliance on forward-looking
information.
The TSX Venture Exchange nor their Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release. No stock exchange, securities commission or other
regulatory authority has approved or disapproved the information
contained herein.
SOURCE Marlin Gold Mining Ltd.