MARLIN GOLD MINING LTD. ("MLN")
BULLETIN TYPE: Plan of Arrangement-; Delist
BULLETIN DATE: November 12, 2018
TSX Venture Tier 2 Company
Plan of Arrangement
Pursuant to a special resolution passed by the shareholders of the Company on October 30, 2018, Marlin Gold Mining Ltd. ("Marlin" or the "Company") and Golden Reign Resources Ltd. ("Golden Reign") have completed a plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia). The Arrangement was completed on November 9, 2018, and resulted in Golden Reign acquiring all of the issued and outstanding shares of the Company in exchange for Golden Reign issuing 0.5138 of a share for each share of Marlin held. In addition, each Marlin shareholder received a distribution of Golden Reign shares currently held by Marlin on the basis of 0.1022 Golden Reign share for each Marlin common share held, bringing the total Golden Reign shares to be received by Marlin shareholders to 0.6160 of a Golden Reign share for each Marlin common share outstanding at closing.
Immediately prior to the completion of the Arrangement, the Company completed a number of transactions as part of a corporate reorganization, the completion of which were conditions to the Arrangement. TSX Venture Exchange has accepted for filing documentation relating to the following transactions:
* Disposition of the Commonwealth Property in Arizona as consideration for settlement of outstanding debt;
* A master service agreement dated August 3, 2018 providing for the assignment of certain assets to Sailfish Royalty Corp. ("Sailfish") as inducements for Sailfish to enter into an amended gold stream agreement on the San Albino project with Golden Reign; and
* Disposition of 18,148,655 Golden Reign shares at $0.1539 per Golden Reign share.
For further information please refer to the Company's news releases dated May 15, 2018, June 18, 2018, July 3, 2018, July 31, 2018, August 7, 2018, October 3, 2018, October 31, 2018, November 2, 2018 and November 9, 2018, and the Company's Information Circular dated September 26, 2018 which is available on SEDAR.
Delisting
In conjunction with the closing of the Arrangement, the common shares of the Company will be delisted from the Exchange. Accordingly, the Company's shares will be delisted from the Exchange effective at market close on November 13, 2018.
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