Marlin Gold Closes Non-Brokered Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - July 22, 2016) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES

Marlin Gold Mining Ltd. (TSX VENTURE:MLN) ("Marlin" or the "Company") is pleased to announce that it has completed its previously announced non-brokered private placement of common shares (the "Equity Offering"). Pursuant to the Equity Offering, Marlin issued 13,000,000 common shares of the Company (the "Common Shares") at a price of $0.50 per Common Share for aggregate gross proceeds of approximately $6,500,000.

The Equity Offering was subscribed for by Wexford Spectrum Trading Limited and Wexford Catalyst Trading Limited (collectively, the "Wexford Funds"), private investment funds managed by Wexford Capital LP ("Wexford"), which subscribed for 10,400,000 and 2,600,000 Common Shares, respectively.

Wexford and the Wexford Funds collectively own, or exercise control or direction over 145,965,387 Common Shares, representing 85.84% of the current issued and outstanding Common Shares. Wexford is an "insider" (as defined in applicable securities laws) of the Company. As such, the Equity Offering is considered a "related party transaction" pursuant to Multilateral Instrument 61-101. The transaction is exempt from the requirements to obtain a formal valuation or minority shareholder approval, as the fair market value of the Common Shares to be distributed in the Equity Offering and the consideration to be received by the Company for such Common Shares, represents less than 25% of the Company's market capitalization. The Equity Offering was considered and approved by the board of directors of the Company, other than the directors of the Company who are also affiliated with Wexford, who abstained from such approval. There was no materially contrary view or abstention by any director approving the Equity Offering.

Net proceeds of the Equity Offering will be used to advance the drilling and development of the Commonwealth Silver and Gold Project and for general corporate purposes.

All Common Shares issued in connection with the Equity Offering will be subject to a hold period in Canada of four months and one day from the date of issuance.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities to, or for the account or benefit of, persons in the United States or "U.S. persons" ("U.S. Persons"), as such term is defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.