Marlin Gold Mining Ltd.

TSX VENTURE : MLN


Marlin Gold Mining Ltd.

April 17, 2014 20:19 ET

Marlin Gold Files Amended and Restated Preliminary Prospectus for Equity Offering

VANCOUVER, BRITISH COLUMBIA--(Marketwired - April 17, 2014) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES

Marlin Gold Mining Ltd. (TSX VENTURE:MLN) ("Marlin" or the "Company") announces that the Company has filed an amended and restated preliminary prospectus (the "Amended Prospectus") in all of the provinces of Canada (other than Québec), which amends the preliminary prospectus of the Company filed on April 2, 2014. The amendments include the proposed pricing of the common shares, the proposed number of common shares to be issued, the aggregate gross proceeds anticipated to be raised, the use of proceeds and certain other matters disclosed in the Amended Prospectus. The Amended Prospectus is being filed in connection with a marketed public offering of common shares (the "Offering") pursuant to which it is proposed that the Company will issue 100,000,000 common shares at a price of $0.10 per common share for aggregate gross proceeds of $10,000,000. As previously disclosed in the Company's press release dated April 2, 2014, the Offering will be led by Cormark Securities Inc. and shall include a syndicate of underwriters including Dundee Securities Ltd., M Partners Inc., PI Financial Corp., Jacob Securities Inc. and Tempest Capital Corp. (the "Underwriters"). The closing of the Offering is subject to certain closing conditions including, but not limited to, the execution of an underwriting agreement with the Underwriters and all necessary regulatory approvals, including any required approvals of the TSX Venture Exchange.

The net proceeds of the Offering will be used to fund a portion of the acquisition payment to Golden Reign Resources Ltd. ("Golden Reign") in connection with the acquisition of the San Albino Gold Deposit stream, to fund the Company's proposed equity investment in Golden Reign, or as otherwise described in the Amended Prospectus. 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.

The securities offered have not been, and will not be, registered under the U.S. Securities Act, 1933 (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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.

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 satisfaction of conditions to closing of the Offering, the intended use of proceeds of the Offering, the timing of reprocess of material and production from La Trinidad. 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.

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