VANCOUVER, Dec. 22, 2017 /CNW/ - Marlin Gold Mining Ltd.
(TSX-V: MLN) ("Marlin") and Sailfish Royalty Corp. (TSX-V: FISH)
("Sailfish") are pleased to announce that they have completed the
previously announced plan of arrangement under the Business
Corporations Act (British
Columbia) (the "Arrangement") with Marlin's securityholders
effective as at 12:01 a.m.
(Vancouver time) (the "Effective
Time") on December 22, 2017 (the
"Effective Date"), as well as the concurrent acquisition by
Sailfish of 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 (collectively, the "Transactions").
Board and Management of Sailfish
Pursuant to the Arrangement, Sailfish, previously a wholly-owned
subsidiary of Marlin, has been spun-out to Marlin's shareholders.
Sailfish's board of directors is comprised of Alessandro Palladino, Walter Reich, Michael
Starogiannis and Cesar
Gonzalez, and its executive team is comprised of
Akiba Leisman, Chief Executive
Officer, Peter Van Zoost, Chief
Financial Officer, and Cesar
Gonzalez, VP Corporate Development. A summary of the
experience of each Sailfish director and officer is available in
Sailfish's Form 2B listing application dated December 15, 2017, available on its SEDAR profile
at www.sedar.com. Marlin's board of directors and executive team
remains unchanged.
Overview of Transactions
Pursuant to the Arrangement, among other things: (i) each common
share of Marlin outstanding at the Effective Time (each, an "Old
Marlin Share") has been exchanged for 1 new common share of Marlin
(a "New Marlin Share") and, subject to rounding of fractions, 0.2
of a common share of Sailfish (each whole common share of Sailfish,
a "Sailfish Share"); (ii) the Old Marlin Shares have been
cancelled; (iii) each option to acquire Old Marlin Shares
outstanding at the effective time of the Arrangement has been
exchanged for 1 option to acquire a New Marlin Share and 0.2 of an
option to acquire a Sailfish Share; (iv) the options to acquire Old
Marlin Shares have been cancelled; and (v) Sailfish and Marlin will
now operate as two separate public companies, with Sailfish
operating as a yield-focused royalty company and Marlin operating
as a growth-oriented gold and silver mining company focused on the
Americas.
Concurrently with the Arrangement, Sailfish completed the
previously announced acquisition of the TZ Royalty from two
individuals (the "TZ Royalty Vendors") in exchange for US$6.5 million in cash and the issuance of an
aggregate of 4,059,923 Sailfish Shares (the "TZ Shares") to the TZ
Royalty Vendors. The TZ Shares are subject to a four month and a
day hold period, which will expire on April
23, 2018.
Immediately following the completion of the Transactions, there
are 38,373,566 Sailfish Shares issued and outstanding. Shareholders
of Marlin at immediately prior to the Effective Time received an
aggregate of 89.42% of the outstanding Sailfish Shares and the TZ
Royalty Vendors were issued an aggregate of 10.58% of the
outstanding Sailfish Shares.
Akiba Leisman, CEO of Sailfish
states, "the closing of this arrangement is the culmination of over
three years of effort to create significant value for Marlin's
shareholders through the creation of a separate, publicly traded
royalty company. Now that this transaction is closed,
we will continue to create substantial value at Sailfish through
accretive royalty acquisitions on assets that Marlin currently owns
as well as third party projects and mines."
TSX-V Approval and Listing
The TSX Venture Exchange ("TSX-V") has provided conditional
acceptance of the Transactions, including the listing of Sailfish
as a Tier 2 Investment Issuer on the TSX-V. The Sailfish Shares
were listed on the TSX-V today under the symbol "FISH" and
immediately halted, with trading expected to commence pending
receipt by the TSX-V of Sailfish's final submissions in connection
with the completion of the Arrangement. Sailfish expects that the
Sailfish Shares will commence trading on the TSX-V on or about
December 29, 2017.
Further details regarding the Arrangement are contained in
Marlin's management information circular dated November 15, 2017, which is available on Marlin's
SEDAR profile at www.sedar.com.
Information for Shareholders
Former holders of Old Marlin Shares that held their Old Marlin
Shares through a broker or other person, were directed to contact
that broker or other person for instructions and assistance in
receiving New Marlin Shares and Sailfish Shares. Each person who
was a registered holder of Old Marlin Shares immediately prior to
the effective time of the Arrangement was instructed to forward a
properly completed and signed letter of transmittal, along with the
accompanying certificate(s) representing their Old Marlin Shares to
Computershare Investor Services Inc., in order to receive the New
Marlin Shares and Sailfish Shares to which such former holder of
Old Marlin Shares is entitled under the Arrangement.
Early Warning
As shareholders of Marlin, Wexford Spectrum Trading Limited
("WST") and Wexford Catalyst Trading Limited ("WCT" and, together
with WST, the "Wexford Funds") received, pursuant to the
Arrangement, an aggregate of 29,193,076 Sailfish Shares on the
Effective Date. Prior to the completion of the Transactions,
the Wexford Funds did not own any securities of Sailfish. As at the
date hereof, the 29,193,076 Sailfish Shares held by the Wexford
Funds represent approximately 76.1% of the total issued and
outstanding Sailfish Shares. The Wexford Funds acquired the
Sailfish Shares as a result of the Arrangement and intend to hold
them for investment purposes only. Depending on market and other
conditions, or as future circumstances may dictate, the Wexford
Funds may, respectively, from time to time, increase or decrease
their holdings of Sailfish Shares or other securities of
Sailfish.
Both WCT and WST have addresses at c/o Maples & Calder,
Ugland House, South Church Street, George
Town, Grand Cayman, Cayman
Islands. The head office of Sailfish is located at Sea
Meadow House, PO Box 116, Road Town, Tortola, British Virgin Islands, VG1110.
For further information and to obtain a copy of the early
warning report filed under applicable Canadian securities laws in
connection with the acquisition of Sailfish Shares by the Wexford
Funds, please see Sailfish's SEDAR profile at www.sedar.com.
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 the spin-off 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.
About Sailfish
Sailfish is a yield-focused royalty company. Sailfish owns the
TZ Royalty, which is a 3.5% royalty on revenues derived from the
sale of gold on Eldorado Gold Corp.'s advanced stage Tocantinzinho
gold project, and also holds a gold stream agreement on the San
Albino gold project in Northern
Nicaragua.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as the term is defined in the policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
U.S. Disclaimer
The securities described herein have not been, and will not
be, registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act") or any state securities laws
and accordingly may not be offered or sold within the United States or to "U.S. persons", as
such term is defined in Regulation S promulgated under the U.S.
Securities Act ("U.S. Persons"), except in compliance with the
registration requirements of the U.S. Securities Act and applicable
state securities requirements or pursuant to exemptions therefrom.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy Sailfish or Marlin's securities to,
or for the account of benefit of, persons in the United States or U.S. Persons. For more
information about the transactions described herein, please refer
to the Circular.
Cautionary statement regarding forward-looking
information
This news release contains "forward-looking statements"
within the meaning of applicable securities laws. Forward-looking
statements are statements that are not historical facts and are
generally, but not always, identified by words such as the
following: expects, plans, anticipates, believes, intends,
estimates, projects, assumes, potential and similar expressions.
Forward-looking statements also include reference to events or
conditions that will, would, may, could or should occur, including,
without limitation statements relating to: the timing and receipt
of the final TSX-V approval for the Transactions, the commencement
of trading of the Sailfish Shares on the TSX-V and the anticipated
operation of Sailfish as a yield-focused royalty company and Marlin
as a growth-oriented gold and silver mining company focused on the
Americas.
These forward-looking statements are
necessarily based upon a number of estimates and assumptions that
are based on management's expectations and considered reasonable at
the time they are made, including among others: that the Sailfish
Shares will be accepted for listing on the TSX-V and that Sailfish
will be successful in obtaining final regulatory and other
approvals or consents for the Transaction.
Investors are
cautioned that all forward-looking statements are inherently
subject to a variety of risks and uncertainties which could cause
actual events or results to differ materially from those reflected
in the forward-looking statements, including, without limitation:
the ability of Sailfish to obtain final regulatory and other
approvals or consents for the Transactions; the anticipated
benefits of the Transactions not being realized; risks relating to
Sailfish being a new public company; risks relating to the absence
of control over the mining operations from which Sailfish will
purchase gold or receive royalties; fluctuations in general
macroeconomic conditions, fluctuations in the price of gold;
fluctuations in securities markets; fluctuations in currency
markets (such as the Canadian dollar to United States dollar exchange rate); risks and
hazards associated with the business of mineral exploration,
development and mining; risks related to international operations,
government relations and environmental regulation; and other risks
and uncertainties, including those described in the Marlin's annual
management's discussion and analysis filed on SEDAR at
www.sedar.com. As a result, readers are cautioned not to place
undue reliance on these forward-looking statements. The
forward-looking statements contained in this news release are made
as of the date of this release. Unless required by law, Marlin and
Sailfish have no intention to and assume no obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
SOURCE Marlin Gold Mining Ltd.