News Bureau

 
August 10, 2018

Marlin Gold MoU for Sailfish Royalty

Golden Reign Resources, Marlin Gold Mining and Sailfish Royalty Corp. Announces that Golden Reign and Marlin have entered into a definitive 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 by way of plan of arrangement. As a condition to closing the Transaction, Sailfish has agreed to restructure its existing gold stream on San Albino, as further discussed below.

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. In addition to certain terms and conditions described in this news release, the Arrangement Agreement includes customary provisions, including covenants not to solicit other acquisition proposals and the right to match any superior proposals. Termination fees of C$1 million will be paid to Marlin or Golden Reign in certain circumstances should the Transaction not be completed.

Upon completion of the Transaction, it is expected that the shareholders of Marlin, as of the closing time, will own, in aggregate, approximately 45% of the issued and outstanding common shares of the Combined Company (including the current Marlin shareholding of Golden Reign) and the shareholders of Golden Reign, as of the closing time, will own, in aggregate, approximately 55% of the issued and outstanding common shares of the Combined Company.