VANCOUVER, Nov. 16, 2017 /CNW/ - Marlin Gold Mining Ltd. (TSX-V: MLN) ("Marlin" or the "Company") is pleased to announce that it has received an interim order from the Supreme Court of British Columbia dated November 15, 2017, authorizing the Company to convene an annual and special meeting (the "Meeting") of its shareholders (the "Shareholders") on December 14, 2017, for the purpose of, among other things, considering and approving an arrangement under the Business Corporations Act (British Columbia) (the "Arrangement").
The Arrangement involves, among other things, the distribution of common shares (the "SpinCo Shares") of Sailfish Royalty Corp. ("SpinCo"), currently a wholly owned subsidiary of the Company, to the Shareholders on the basis of one SpinCo Share for every five common shares of the Company (each, a "Marlin Share").
SpinCo holds the Company's interest in the gold stream agreement with Golden Reign Resources Ltd. on its high grade San Albino gold deposit in Nicaragua (the "SA Gold Stream") and has entered into an agreement (the "TZ Royalty Purchase Agreement") to acquire a 3.5% royalty (the "TZ Royalty") on revenues derived from the sale of gold on Eldorado Gold Corp.'s advanced stage Tocantinzinho gold project, subject to completion of the Arrangement and certain other customary closing conditions. The Arrangement has been proposed in order to facilitate the separation of all of Marlin's rights and interests in the SA Gold Stream and TZ Royalty from the La Trinidad Mine and other mineral exploration assets which Marlin will continue to own and operate following the Arrangement. The board of directors of the Company (the "Board") believes that the creation of two separate public companies, one a growth-oriented gold and silver mining company focused on the Americas (Marlin) and the other a yield-focused royalty company (SpinCo), will enhance their respective business operations, provide Shareholders with additional investment choices and flexibility, and unlock the value of Marlin's royalty portfolio.
The Company's board of directors unanimously recommends that Marlin Shareholders approve the Arrangement.
Prior to or concurrently with the Arrangement, Marlin will transfer approximately US$7 million in cash to SpinCo to fund the acquisition of the TZ Royalty and provide working capital for SpinCo, and Marlin and SpinCo will enter into an unsecured term credit facility in the principal amount of up to US$14 million bearing interest at a rate of 8% per annum in order for SpinCo to make the remaining upfront payment under the SA Gold Stream.
On completion of the Arrangement, among other things: (i) Shareholders at the effective time of the Arrangement will own 89.42% of the outstanding shares of SpinCo and the vendors of the TZ Royalty will own an aggregate of 10.58% of the outstanding shares of SpinCo, assuming the concurrent completion of the acquisition of the TZ Royalty; (ii) each Shareholder will receive, in exchange for each five Marlin Shares held immediately prior to the Arrangement, one SpinCo Share and five new common shares of Marlin (each, a "New Marlin Share"); and (iii) holders of options of the Company ("Marlin Options") will receive, in exchange for each five Marlin Options held immediately prior to the Arrangement, one option to acquire a SpinCo Share and five options to acquire New Marlin Shares, in each case at the exercise price determined in accordance with the applicable formula set out in the management information circular to be distributed by Marlin to Shareholders (the "Marlin Circular").
Completion of the Arrangement is subject to customary conditions, including, among others, receipt of the required regulatory approvals, including the approval of the TSX-V, approval of the Supreme Court of British Columbia and, subject to the court's approval, approval of the Arrangement at the Meeting by (i) a special resolution passed by at least two-thirds of the votes cast by Shareholders present in person or represented by proxy at the Meeting, which holders are entitled to one vote for each Marlin Share; and (ii) a simple majority of the votes cast by Shareholders present in person or represented by proxy at the Meeting, excluding the votes cast by such Shareholders as are required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions. Wexford Spectrum Trading Limited and Wexford Catalyst Trading Limited, which together hold approximately 85.0% of the issued and outstanding Marlin Shares, have indicated their support for the Arrangement, however their votes will be excluded from the "majority of the minority" vote.
On November 8, 2017, SpinCo received conditional approval to list the SpinCo Shares on the TSX Venture Exchange (the "TSX-V"). Listing on the TSX-V will be subject to SpinCo meeting all of the listing requirements and conditions and receiving the final approval of the TSX-V.
Additional details of the Arrangement will be provided in the Marlin Circular, expected to be mailed to Shareholders and filed on SEDAR at www.sedar.com on or prior to November 22, 2017. The Arrangement is expected to close in or about December 2017, subject to receipt of all required approvals and the concurrent closing of the acquisition of the TZ Royalty. Accordingly, timing and completion of the Arrangement will be dependent on the completion and timing of the acquisition of the TZ Royalty.
Acquisition of the TZ Royalty
As announced on June 28, 2017, the Company entered into the TZ Royalty Purchase Agreement with SpinCo and two individuals who presently hold the TZ Royalty pursuant to which, among other things, SpinCo agreed to purchase the TZ Royalty. Marlin and SpinCo have agreed to an amendment to the TZ Royalty Purchase Agreement to clarify that the aggregate number of SpinCo Shares issuable to the vendors will represent 10.58% of the issued and outstanding SpinCo Shares following the Arrangement and to extend the outside date for the closing under the TZ Royalty Purchase Agreement to January 12, 2018. The cash consideration payable to the vendors of the TZ Royalty of US$6.5 million remains unchanged. The closing of the acquisition of the TZ Royalty is dependent on the concurrent completion of the Arrangement.
About Marlin
Marlin is a growth-oriented gold and silver mining company focused on the Americas. The company owns three properties located in Mexico and the USA and a portfolio of royalties. Marlin's priority is to profitably operate its La Trinidad Mine, conduct further exploration on its other projects and enhance shareholder value through growth of its wholly owned subsidiary, Sailfish Royalty Corp. Marlin is backed by a well-funded investor with a successful track record in the resources sector. The La Trinidad Mine in Sinaloa, Mexico declared commercial production on November 1, 2014 and is one of the highest-grade open pit heap leach gold mines in Mexico.
