Private Placement and Streaming Transaction Establishes a Platform for Growth

After completing a full suite of geological, geotechnical and metallurgical due diligence, Marlin has purchased 21,333,333 shares of Golden Reign for $3.2 million, or $0.15 per share, representing ownership of approximately 19.9% of the company. The shares were acquired pursuant to the minimum amount investment exemption under applicable securities laws, and were acquired for investment purposes. John Brownlie (CEO of Marlin) and Akiba Leisman (Chairman of Marlin) have each taken board seats at Golden Reign to oversee Marlin’s interests at Golden Reign.

Sailfish, Marlin’s wholly owned subsidiary, has executed definitive documentation to acquire a significant gold stream on Golden Reign’s San Albino gold deposit and surrounding areas in Nicaragua. For a purchase price of US$15 million, Sailfish will be entitled to purchase 40% of gold production at US$700 per troy ounce(1), (4) until the first US$19.6 million(2) is recovered by Sailfish, and 20% of gold production at US$700 per troy ounce(3), (4) thereafter. Prior to commercial production, Sailfish will be entitled to receive an 8% semi-annual coupon payment on the purchase price from Golden Reign. Sonoran Resources LLC is providing engineering, procurement and construction management services for this project.

Mr. Leisman states, "Closing this transaction allows Marlin to create a deep and robust platform for further growth. We have a gold mining company with a best in class operating team led by John Brownlie, which has collectively built four mines on time and under budget over the last 6 years, demonstrating that we can acquire and develop low capital intensity mines and projects in the Americas. Furthermore, by capturing the substantial premium royalty companies trade at relative to operating companies, Sailfish will provide a lower cost of capital for Marlin to explore our 118,000 hectare land package and to acquire additional projects and mines. Royalties are an underutilized form of acquisition finance in the mining space, and Marlin intends to use our comprehensive platform to grow our company into a substantial gold producer in a highly accretive manner."

It is Marlin’s intent to distribute shares of Sailfish to Marlin’s shareholders when the market fully recognizes the value of our royalty assets.

Marlin’s Controlling Shareholder Is No Stranger to this Royalty Model

The launch of Sailfish follows the path of Diamondback Energy Inc. ("Diamondback"), another investment by Wexford Capital ("Wexford"), which manages the investment funds currently in control of Marlin. Wexford and a partner created Diamondback, which went public in October 2012. In September 2013, the company acquired a royalty on acreage operated by Diamondback for US$440 million through its subsidiary Viper Energy Partners LP ("Viper"). Viper went public in June 2014 and now has a US$2.5 billion market cap (greater than 5x the purchase price). Diamondback, which still owns approximately 92% of Viper, can now use units in Viper to make further highly accretive acquisitions.

Share Consolidation

Marlin expects to complete the previously announced share consolidation of its outstanding common shares on a 10:1 ratio (the "Share Consolidation") with the newly consolidated shares ready for trading on Monday July 14, 2014.