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Golden Reign and Marlin Gold enter into Arrangement Agreement to combine businesses and amend stream agreement with Sailfish Royalty
Golden Reign and Marlin Gold enter into Arrangement Agreement to combine businesses and am...
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[{"type":"text","content":"\n\n\n\nGolden Reign and Marlin Gold enter into Arrangement Agreement to combine businesses and amend stream agreement with Sailfish Royalty\n\n/* Style Definitions */\nspan.prnews_span\n{\nfont-size:8pt;\nfont-family:\"Arial\";\ncolor:black;\n}\na.prnews_a\n{\ncolor:blue;\n}\nli.prnews_li\n{\nfont-size:8pt;\nfont-family:\"Arial\";\ncolor:black;\n}\np.prnews_p\n{\nfont-size:0.62em;\nfont-family:\"Arial\";\ncolor:black;\nmargin:0in;\n}\n\n\n\n\n\n\n\nCanada NewsWire\nVANCOUVER, Aug. 7, 2018\n\n\n\nVANCOUVER, Aug. 7, 2018 /CNW/ - Golden Reign Resources Ltd. (TSXV: GRR) (\"Golden Reign\"), Marlin Gold Mining Ltd. (TSXV: MLN) (\"Marlin\") and Sailfish Royalty Corp. (TSXV: FISH) (\"Sailfish\") are pleased to announce that Golden Reign and Marlin have entered into a definitive agreement (the \"Arrangement Agreement\"), unanimously approved by each of the boards of directors of Golden Reign and Marlin, pursuant to which Golden Reign and Marlin propose to complete the previously announced business combination whereby Golden Reign will acquire all of the issued and outstanding shares of Marlin (following completion of the Marlin Reorganization (as defined below) and satisfaction of all closing conditions of the business combination) by way of plan of arrangement (the \"Transaction\"). As a condition to closing the Transaction (the \"Closing\"), Sailfish has agreed to restructure its existing gold stream on San Albino, as further discussed below.\n\n\n \n \n\n \nThe Arrangement Agreement\n\nUnder the terms of the Arrangement Agreement, Golden Reign will acquire all of the outstanding Marlin common shares in exchange for 0.5138 of a Golden Reign common share (each whole common share, a \"GRR Share\") for each Marlin common share acquired (the \"Consideration\").  In addition, Marlin will distribute an aggregate of 18,148,654 GRR Shares currently held by Marlin to the Marlin Shareholders on the basis of 0.1022 GRR Shares for each Marlin common share, bringing the total GRR Shares to be received by Marlin shareholders to 0.6160 of a GRR Share for each Marlin common share outstanding at Closing.  The Transaction will result in Marlin and certain of its subsidiaries, including Oro Gold de Mexico and Marlin Gold Trading, becoming wholly-owned subsidiaries of Golden Reign (the \"Combined Company\"). In addition to certain terms an...