Mr. Catalin Chiloflischi reports

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

Canarc Resource Corp. has executed a definitive agreement with Marlin Gold Mining Ltd. whereby Canarc will 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.

The agreement

According to the agreement, Canarc will acquire a 100-per-cent interest in Marlin's wholly owned subsidiary Oro Silver that owns 100 per cent of El Compas. Based on the agreement, Canarc will issue Marlin a total of 19 million Canarc common shares (representing approximately 10 per cent of the Canarc shares outstanding postclosing) in exchange for 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. Marlin will also receive a 1.5-per-cent NSR (net smelter return) on all non-Altiplano claims that currently have no royalty on them. Canarc successfully raised a total of $690,000 equity financing by way of private placement on Sept. 22, 2015. This was Canarc's only condition precedent to signing the agreement. Marlin will invest an additional $100,000 into the Canarc private placement on closing of the transaction, which will increase its Canarc holdings to approximately 11 per cent of the outstanding shares postclosing. Closing of the transaction is estimated on or before Nov. 30, 2015, and will be subject to receipt of all necessary regulatory approvals and other customary provisions. Following completion of the transaction, Marlin will have the right to nominate one person to Canarc's board of directors.

Short-term plans

Canarc management will now focus on completing a National Instrument 43-101 report with detailed technical and financial plans this quarter in order to bring the El Compas mine into production in 2016. That report should help facilitate the financing needed to bring the mine to production.

Catalin Chiloflischi, chief executive officer of Canarc, stated: "Today's acquisition marks a major step forward for Canarc to transition into a successful producing gold-silver mining company during 2016. This transaction adds a second advanced asset to Canarc's portfolio located in one of the world's most prolific gold-silver districts. This fully permitted mining project in Mexico should not only provide Canarc with near-term cash flow to help facilitate future growth, it is also a district-scale exploration project with many prospective targets that have never been drilled."

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 and 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 an NI 43-101 resource estimate report for Marlin dated Jan. 30, 2011, which is summarized below.

NI 43-101 resource (two-gram-per-tonne (g/t) cut-off grade)

• Indicated: 524,000 tonnes at 4.38 g/t gold and 65.53 g/t silver (5.42 g/t gold equivalent);
• Inferred: 419,100 tonnes at 3.98 g/t gold and 47.57 g/t silver (4.74 g/t gold equivalent).

Canarc considers these resources to be historical, and neither it, nor a qualified person for the company has independently verified these resources, and therefore they should not be relied upon or classified as current mineral resources or reserves. Canarc will be commissioning a new NI 43-101 preliminary economic assessment and resource report.

We seek Safe Harbor.