Mr. Catalin Chiloflischi of Canarc reports

CANARC TO ACQUIRE ORO SILVER AND ITS EL COMPAS GOLD-SILVER MINING PROJECT IN ZACATECAS, MEXICO FROM MARLIN GOLD

Canarc Resource Corp. has signed a letter of intent (LOI) with Marlin Gold Mining Ltd. whereby Canarc may acquire 100 per cent of the shares in Marlin's wholly owned subsidiary company, Oro Silver Resources Ltd., which owns the fully permitted El Compas gold-silver mine project in Zacatecas, Mexico.

El Compas gold-silver mine project highlights

The El Compas property is a fully permitted gold-silver mine project located in the heart of one of the world's most prolific silver mining districts, Zacatecas, Mexico, with excellent road access and infrastructure with readily available water, power and skilled labour. Comprising 23 concessions totalling 2,900 hectares, El Compas is host to a number of gold-bearing veins mined underground on a small scale by a private Mexican company in the past. A total of 86 drill holes were completed between 2005 and 2010 to confirm high-grade gold and silver mineralization within at least two of the vein structures (El Compas and El Orito).

Although exploration efforts to date focused on the gold-bearing vein system near surface, significant potential exists for additional mineralization at depth in the El Compas and El Orito veins, and near surface in several other prospective veins hosted within the Mesozoic volcanic rocks typical of the district. SRK Consulting compiled the results of previous exploration work into a National Instrument 43-101 resource estimate report for Marlin dated Jan. 30, 2011.

The proposed transaction

The letter of intent anticipates that Canarc would acquire a 100-per-cent interest in Marlin's wholly owned subsidiary Oro Silver. Oro Silver owns 100 per cent of El Compas. Based on a definitive agreement, Canarc will issue Marlin a total of 19 million Canarc shares in exchange of 100-per-cent interest in Oro Silver.

Additionally, on each of the first three anniversaries of the definitive agreement, 55 troy ounces of gold (or the United States dollar equivalent) will be paid by Canarc to Marlin, or any of its subsidiaries.

Certain mineral concessions named Altiplano come with a 3-per-cent net smelter return (NSR) royalty and a buyback option. Marlin will retain the Altiplano royalty buyback option and will receive a 1.5-per-cent NSR on all non-Altiplano claims that currently have no royalty associated with them.

Closing of the definitive agreement will be contingent on Canarc raising equity financing of approximately $750,000 by way of private placement. Marlin will place a lead order of $100,000 for this financing.

Marlin has granted Canarc exclusivity to Sept. 30, 2015, in order to complete its due diligence, an NI 43-101 report, the proposed financing and negotiations for a definitive agreement with respect to the transaction. Following the completion of the transaction, Marlin will have the right to nominate one person to Canarc board of directors. The definitive agreement will include customary provisions and deal protections, including receipt of all necessary consents and approvals, including all board of directors, required stock exchange and shareholder approvals if necessary.

Bradford Cooke, chairman and founder of Canarc, commented: "Today's announcement marks an important step forward for Canarc in that the El Compass property is an advanced-stage mining project fully permitted for mining. Appropriate plant and tailings sites on the property were part of the permitting process. Oro Silver represents a great opportunity for Canarc to take advantage of our extensive management and board operating experience to build and operate a high-grade mine in Mexico."

Catalin Chiloflischi, chief executive officer of Canarc, stated, "The proposed acquisition of a fully permitted mining project located in one of the world's most prolific gold-silver districs, provides Canarc a great opportunity to transition into a successful producing gold-silver mining company."

Transaction rationale for Canarc

• Adds a second advanced mining asset to Canarc's property portfolio;
• Potential for Canarc to build and operate a high-grade gold-silver mine and transition into a producer over the near term;
• Diversifies asset base while maintaining the focus on gold and silver;
• Leverages Canarc's in-house mine operating experience;
• Near-term cash flow will help facilitate future growth;
• Potential to increase Canarc's total gold equivalent resources with additional drilling;
• Canarc plans to complete a more detailed assessment of the El Compas reserves and resources, mine operations and plan, and future economic performance in order to develop its own long-term growth plan, including capital and operating costs, and exploration programs and budgets.

The aforementioned transaction is subject to regulatory approval.

We seek Safe Harbor.