Marlin Gold Mining and Marlin Gold Mining have completed their previous announced merger to form a new Canada-based gold mining, development and exploration firm, named Mako Mining.
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.
Mako Mining CEO Kevin Bullock said: “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.
“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.
Source: Company Press Release