National Policy 11-206 Process for Cease to be a Reporting Issuer Applications -- Application for an order than the issuer is not a reporting issuer under applicable securities laws -- The issuer is not an OTC reporting issuer; the securities of the issuer are beneficially owned by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders worldwide; no securities of the issuer are traded on a market in Canada or another country; the issuer is not in default of securities legislation except it has not filed certain continuous disclosure documents -- relief granted.
Applicable Legislative Provisions
Securities Act (Ontario), c. S.5, as am., s.1(10)(a)(ii).
December 11, 2018
IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA AND ONTARIO (the Jurisdictions) AND IN THE MATTER OF THE PROCESS FOR CEASE TO BE A REPORTING ISSUER APPLICATIONS AND IN THE MATTER OF MARLIN GOLD MINING LTD. (the Filer)
1 The securities regulatory authority or regulator in each of the Jurisdictions (Decision Maker) has received an application from the Filer for an order under the securities legislation of the Jurisdictions (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a dual application):
(a) the British Columbia Securities Commission is the principal regulator for this application,
(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta and Manitoba, and
(c) this order is the order of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.
2 Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
3 This order is based on the following facts represented by the Filer:
1. the Filer is incorporated under the Business Corporations Act (British Columbia) (the BCBCA);
2. the Filer's head office is located in Vancouver, British Columbia;
3. the Filer's authorized share capital consists of an unlimited number of common shares (Common Shares);
4. pursuant to a plan of arrangement under section 291 of the BCBCA completed effective November 9, 2018 (the Arrangement), all of the Common Shares were acquired by Mako Mining Corp. (formerly Golden Reign Resources Ltd.) (Mako) in consideration of 0.5138 of a common share of Mako for each Common Share; on October 30, 2018, the Arrangement was approved at a special meeting of shareholders of Marlin by 99.03% of the votes cast, and the issuance of common shares of Mako in connection with the Arrangement was approved at an annual and general meeting of shareholders of Mako (then Golden Reign) by 99.9% of the votes case; the Supreme Court of British Columbia issued its final order allowing completion of the Arrangement on November 1, 2018;
5. the Filer has no securities outstanding other than the Common Shares;
6. the Filer has no intention to seek public financing by way of an offering of its securities in Canada;
7. the Common Shares were delisted from the TSX Venture Exchange on November 13, 2018;
8. the Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets;
9. the outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide;
10. no securities of the Filer, including debt securities, are traded in Canada or another country on a marketplace as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported;
11. the Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer;
12. the Filer is not in default of any of its obligations under securities legislation in any jurisdiction of Canada other than its obligation to file: (i) its interim financial statements and related management's discussion and analysis for the interim period ended September 30, 2018, as required under National Instrument 51-102 Continuous Disclosure Obligations which were due to be filed on November 29, 2018; and (ii) the related certification of such interim financial statements as required under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, also due to be filed on November 29, 2018 (collectively, the Defaults); and
13. the Filer is not eligible to use the simplified procedure under National Policy 11-206 Process for Cease to be a Reporting Issuer Applications because of the Defaults.
4 Each of the Decision Makers is satisfied that the order meets the test set out in the Legislation for the Decision Maker to make the order.
The decision of the Decision Makers under the Legislation is that the Order Sought is granted.